DEFM14C 1 v407091_defm14c.htm DEFM14C

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



 

SCHEDULE 14C INFORMATION
 
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934



 

Check the appropriate box:

o Preliminary Information Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
x Definitive Information Statement

CIG WIRELESS CORP.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

o No fee required.
o Fee computed below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

x Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:


 
 

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CIG WIRELESS CORP.

11120 South Crown Way, Suite 1
Wellington, Florida 33414

NOTICE OF WRITTEN CONSENT
AND
INFORMATION STATEMENT
 
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.

To our Stockholders:

This notice of written consent and the accompanying information statement are being furnished to the holders of common stock, par value $0.00001 per share (the “Common Stock”), and Series B 6% 2012 Convertible Redeemable Preferred Stock, par value $0.00001 per share (the “Series B Preferred Stock”), of CiG Wireless Corp., a Nevada corporation (the “Company”), in connection with the Agreement and Plan of Merger, dated as of March 20, 2015, as amended on March 26, 2015 (as amended, the “Merger Agreement”), among Vertical Bridge Acquisitions, LLC, a Delaware limited liability company (“Parent”), Vertical Steel Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company. The Merger Agreement contemplates that Merger Sub will merge with and into the Company with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”).

The aggregate amount to be paid by Parent in connection with the transactions contemplated by the Merger Agreement is estimated to be $143.0 million, including the repayment of approximately $56.4 million in outstanding indebtedness of the Company. The aggregate consideration to be paid in cash upon the consummation of the Merger to the holders of the Company’s outstanding capital stock will be $127.5 million, plus reimbursement, dollar for dollar, for certain capital expenditures, including the acquisition of certain tower assets by the Company and its subsidiaries since June 30, 2014, and, for up to four months following the date of the Merger Agreement, a maximum of $200,000 per month of certain operating costs, plus or minus an adjustment for net working capital, minus any indebtedness of the Company and its subsidiaries, minus transaction costs of the Company and its subsidiaries, minus certain payments under the Company’s bonus compensation plan, minus certain severance costs in excess of $200,000, minus a $1.2 million adjustment amount, and plus or minus an adjustment for annualized cash flow deriving from the Company’s portfolio of towers (which is defined as “TCF” in the Merger Agreement), measured for the calendar month in which the closing takes place, to the extent it is greater or less than specified thresholds (the “Merger Consideration”).

Upon completion of the Merger, each outstanding share of Series A-1 Non-Convertible Preferred Stock, par value $0.00001 per share, of the Company (the “Series A-1 Preferred Stock”) and each outstanding share of Series A-2 Convertible Preferred Stock, par value $0.00001 per share, of the Company (the “Series A-2 Preferred Stock” and, together with the Series A-1 Preferred Stock, the “Series A Preferred Stock”) will be converted as follows. The Series A-1 Preferred Stock will be converted into the right to receive a pro rata portion of the aggregate preference payment applicable to the Series A-1 Preferred Stock, as set forth in the Certificate of Designation, Preferences and Rights of the Series A-1 Preferred Stock and Series A-2 Preferred Stock (the “Series A Certificate of Designation”). This preference payment is currently calculated at approximately $62.5 million. The Series A-2 Preferred Stock will be converted into the right to receive a pro rata portion of the remainder of the Merger Consideration, which is less than the aggregate preference payment applicable to the Series A-2 Preferred Stock, under the terms of the Series A Certificate of Designation, to which the holders of the Series A-2 Preferred Stock would otherwise be entitled (thereby resulting in a shortfall to such holders). This preference payment is currently calculated at approximately $82.4 million.

The aggregate liquidation preference of the Series A Preferred Stock under the terms of the Series A Certificate of Designation is currently calculated at $144.9 million, which, when taking into account the repayment of $56.4 million in Company indebtedness and other payments required under the Merger Agreement, is approximately $64.3 million greater than the expected aggregate Merger Consideration. As a result, upon completion of the Merger, each share of Series B Preferred Stock (including accrued but unpaid


 
 

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dividends thereon) and each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger, except for shares held by stockholders who are entitled to demand appraisal and who properly demand appraisal under Sections 92A.300 to 92A.500, inclusive, of the Nevada Revised Statutes (the “NRS”) for such shares, will be canceled for no consideration. A copy of the Agreement and Plan of Merger is attached as Annex A, and a copy of the First Amendment to the Agreement and Plan of Merger, is attached as Annex B, to the accompanying information statement.

On March 20, 2015, the Company also entered into a Funding Agreement with Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC (together, the “Fir Tree Investors”), the holders of all of the outstanding shares of Series A Preferred Stock (the “Funding Agreement”). Under the terms of the Funding Agreement, the Fir Tree Investors have agreed to allocate a portion of the Merger Consideration they receive to the holders of the Series B Preferred Stock and Common Stock by depositing $1.75 million (which may be increased in certain circumstances) into an escrow account promptly after the closing of the Merger. The allocation of the escrow amount between the holders of the Series B Preferred Stock and Common Stock will be determined prior to closing by a special committee of the Company’s board of directors composed solely of independent directors; provided that the allocation to the holders of Common Stock is currently contemplated by the special committee to be $0.01 per share of Common Stock held by such holders. The entitlement of each holder of Series B Preferred Stock and Common Stock to receive their pro rata share of the escrow amount is subject to the completion of claims documentation, including a release of legal claims, which will be mailed to those stockholders after the closing of the Merger. The escrow amount will also be available to the holders of Series B Preferred Stock and Common Stock if the Merger Agreement is terminated and the Company consummates a similar third party transaction. A copy of the Funding Agreement is attached as Annex G to the accompanying information statement.

The Company’s board of directors, acting upon the recommendation of a special committee composed solely of independent directors, has unanimously (a) determined that the terms of the Merger Agreement and the Funding Agreement (and the other agreements described in the accompanying information statement, collectively, the “Transaction Agreements”), and the transactions contemplated by each of the foregoing (the “Transactions”) are in the best interests of the Company and fair to the holders of the Company’s capital stock, (b) approved, adopted and declared advisable the Transaction Agreements and the Transactions, including the Merger and (c) resolved to recommend to the holders of the Company’s capital stock that such holders approve the Merger Agreement and the transactions contemplated thereby.

The adoption of the Merger Agreement by the Company’s stockholders required the affirmative vote or written consent of: the holders of at least a majority of the outstanding shares of Series A-2 Preferred Stock, Series B Preferred Stock and Common Stock, voting together as a single class on an as-converted basis under applicable Nevada law and the Company’s articles of incorporation. In addition, in connection with entering into the Merger Agreement, the Company was required to obtain the written consent of the Fir Tree Investors under the Series A Certificate of Designation.

The Fir Tree Investors are the record owners of all of the shares of the Company’s Series A-2 Preferred Stock, and Fir Tree Inc., by virtue of its role as investment manager to the Fir Tree Investors, may also be deemed the beneficial owner of such shares. The Fir Tree Investors and Fir Tree Inc. have shared voting power with respect to such shares of the Company’s Series A-2 Preferred Stock. In addition, pursuant to a proxy granted with respect to the shares of the Company’s restricted Common Stock outstanding under the Company’s equity incentive plan, Fir Tree Inc. has sole voting power with respect to such shares while such restrictions remain in effect. Therefore, the Fir Tree Investors and Fir Tree Inc. (the “Approving Stockholders”) have the right to vote shares of our capital stock representing approximately 62.3% of the voting power of the outstanding shares of capital stock of the Company entitled to vote on the adoption of the Merger Agreement. On March 20, 2015, the Approving Stockholders delivered a written consent (a copy of which is attached as Annex C to the accompanying information statement) adopting the Merger Agreement and authorizing the transactions contemplated thereby, including the Merger. On March 20, 2015, the Fir Tree Investors also delivered a written consent, pursuant to the Series A Certificate of Designation, approving the Merger Agreement and the transactions contemplated thereby, including the Merger. As a result, no further action by any stockholder of the Company is required under applicable law, the Company’s articles of incorporation or the Merger Agreement to adopt the Merger Agreement or approve the Merger. The Company


 
 

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is not soliciting your vote for the adoption of the Merger Agreement or approval of the Merger and will not call a stockholders meeting for purposes of voting on the adoption of the Merger Agreement or approval of the Merger.

Pursuant to Sections 92A.300 to 92A.500, inclusive, of the NRS, if the Merger is completed, holders of shares of Common Stock and Series B Preferred Stock, other than the Approving Stockholders, will have the right to seek appraisal for, and be paid the “fair value,” if any, of their shares of Common Stock and Series B Preferred Stock. In order to exercise your dissenters’ rights, you must comply with the procedures set forth in Sections 92A.300 to 92A.500, inclusive, of the NRS, which are summarized in the accompanying information statement. A copy of Sections 92A.300 to 92A.500, inclusive, of the NRS is attached to the accompanying information statement as Annex H. Upon completion of the Merger, you will receive a notice from the Company regarding your dissenters’ right with important time deadlines for your response.

We urge you to read the entire information statement carefully. Please do not send in your stock certificates.

BY ORDER OF THE BOARD OF DIRECTORS,

Paul McGinn, Chief Executive Officer

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying information statement. Any representation to the contrary is a criminal offense.

This information statement is dated April 16, 2015 and is first being mailed to stockholders on or about April 16, 2015.


 
 

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  PAGES
SUMMARY     1  
QUESTIONS AND ANSWERS ABOUT THE MERGER     9  
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION     12  
THE PARTIES TO THE MERGER     13  
THE MERGER     14  
Background of the Merger     14  
Reasons for the Merger     23  
Recommendation of the Special Committee and the Board     27  
Opinion of Duff & Phelps     28  
Summary of the Company’s Projections     34  
Financing for the Merger     35  
Cancellation of Shares     36  
Interests of Our Directors and Officers in the Merger     36  
Material U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Common Stock and Series B Preferred Stock     41  
Regulatory and Other Governmental Approvals     42  
THE MERGER AGREEMENT     43  
Effects of the Merger; Directors and Officers; Articles of Incorporation; Bylaws     43  
Closing; When the Merger Becomes Effective     43  
Consideration to be Received in the Merger     44  
Treatment of the Company’s Preferred Stock, Common Stock and Restricted Stock     44  
Exchange and Payment Procedures     45  
Representations and Warranties     45  
Conduct of Our Business Pending the Merger     48  
Stockholder Action by Written Consent     50  
Solicitation of Acquisition Proposals; Go-Shop     51  
Efforts; Notification of Certain Matters     53  
Employees; Benefit Plans     53  
Indemnification; Directors’ and Officers’ Insurance     54  
Other Covenants     54  
Conditions to the Merger     55  
Termination of the Merger Agreement     56  
Termination Fees     59  
Expenses     60  
Remedies     60  
Amendment; Extension and Waiver     60  
Governing Law     60  
THE INDEMNIFICATION AGREEMENT     61  

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SUMMARY

The following summary highlights selected information from this information statement and may not contain all of the information that is important to you. Accordingly, we encourage you to read carefully this entire information statement, its annexes and the documents referred to in this information statement. Each item in this summary includes a page reference directing you to a more complete description of that item in this information statement. You may obtain the information incorporated by reference into this information statement by following the instructions under “Where You Can Find Additional Information” beginning on page 72.

All references in this information statement to “Company,” “we,” “our” and “us” refer to CiG Wireless Corp. All references to “Parent” refer to Vertical Bridge Acquisitions, LLC; all references to “Merger Sub” refer to Vertical Steel Merger Sub Inc. and all references to “Holdco” refer to Vertical Bridge Holdco, LLC, the immediate parent of the Parent. We refer to Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC together as the “Fir Tree Investors”, and we refer collectively to the Fir Tree Investors and Fir Tree Inc., the investment manager of the Fir Tree Investors, as the “Approving Stockholders.” In this information statement, all references to the “Merger Agreement” refer to the Agreement and Plan of Merger, dated as of March 20, 2015, among Parent, Merger Sub and the Company, a copy of which is attached as Annex A to this information statement, as amended by the First Amendment to the Agreement and Plan of Merger, dated as of March 26, 2015, by and among Parent, Merger Sub and the Company, a copy of which is attached as Annex B to this information statement. All references to the “Merger” refer to the merger of Merger Sub with and into the Company as contemplated by the Merger Agreement. We refer to the Company’s board of directors as the “Board.” All references to the “Special Committee” refer to a committee of the Board established by the Board and composed entirely of independent, disinterested directors.

The Parties to the Merger (page 13)

The Company.  The Company is a Nevada corporation that develops, operates and owns wireless and broadcast communication towers in the United States. The Company’s business consists of leasing antenna space on multi-tenant communication sites to wireless service providers. The Company’s principal executive offices are located at 11120 South Crown Way, Suite 1, Wellington, Florida 33414, and its telephone number is (561) 701-8484. The Company’s website is www.cigwireless.com. The Common Stock is quoted on the Over-the-Counter Bulletin Board (“OTCBB”) and trades under the symbol “CIGW.” Additional information about the Company is included in the documents incorporated by reference into this information statement. See the section entitled “Where You Can Find Additional Information” beginning on page 72.

Parent.  Parent is a Delaware limited liability company that is wholly-owned by Vertical Bridge Holdings, LLC, a privately-owned real estate investment trust focused on the ownership of wireless communication towers in the U.S. Vertical Bridge Holdings, LLC owns, operates and manages telecommunications towers, rooftops, and site locations across the country. Vertical Bridge Holdings, LLC was founded in 2014 by Digital Bridge Holdings, LLC, as well as certain key executives from Global Tower Partners. Parent’s principal executive offices are located at 951 Broken Sound Parkway, Suite 320, Boca Raton, Florida 33487, and its telephone number is (561) 948-6367. Parent’s website is www.verticalbridge.com.

Merger Sub.  Merger Sub is a Nevada corporation that was formed by Parent solely for the purpose of completing the Merger with the Company. Merger Sub is a wholly-owned subsidiary of Parent and has not engaged in any business to date, except for activities incidental to its incorporation and activities undertaken in connection with the Merger and the other transactions contemplated by the Merger Agreement. Merger Sub’s principal executive offices are located at 951 Broken Sound Parkway, Suite 320, Boca Raton, Florida 33487, and its telephone number is (561) 948-6367.

The Merger (page 14)

On March 20, 2015, the Company entered into the Merger Agreement with Parent and Merger Sub. Upon the terms and subject to the conditions of the Merger Agreement, at the closing, Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent.

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The aggregate amount to be paid by Parent in connection with the transactions contemplated by the Merger Agreement is estimated to be approximately $143.0 million. Upon the closing of the Merger, approximately $56.4 million in outstanding indebtedness of the Company will be repaid out of the Merger Consideration, including indebtedness to the Fir Tree Investors evidenced by two promissory notes, both dated December 10, 2014 and each in the amount of $3.5 million (the “Fir Tree Notes”).

The aggregate consideration to be paid upon the consummation of the Merger to the holders of our outstanding capital stock (the “Merger Consideration”) will be the sum of the following:

the base amount of $127.5 million, plus
reimbursement, dollar for dollar, for certain capital expenditures made by the Company, including the acquisition and development of certain tower assets by the Company and its subsidiaries since June 30, 2014, plus
reimbursement of up to $200,000 per month of certain operating costs incurred by the Company and its subsidiaries, for up to four months following the date of the Merger Agreement, plus or minus
the amount by which closing working capital is greater than or less than zero (as the case may be), minus
all outstanding indebtedness of the Company and its subsidiaries as of the closing (including indebtedness evidenced by the Fir Tree Notes), minus
certain transaction costs of the Company and its subsidiaries which are unpaid as of the closing, minus
certain payments under the Company’s Bonus Plan (as defined on page 47), minus
certain severance costs payable by the Company in excess of $200,000, minus
a $1.2 million adjustment amount, and plus or minus
an adjustment for annualized cash flow from the Company’s portfolio of towers (which is defined as “TCF” in the Merger Agreement), measured for the calendar month in which the closing takes place, to the extent such cash flow is greater than $5.65 million or less than $5.45 million.

The amount of Merger Consideration will be calculated four business days prior to closing, using estimates provided by the Company for the capital expenditure reimbursement, closing working capital and transaction expenses. The Merger Consideration will be subject to a customary post-closing true-up mechanism with respect to the estimated amounts used in its calculation. The Merger Consideration will be paid in cash at the closing.

Upon the closing of the Merger, the outstanding capital stock of the Company will either be converted into the right to receive a pro rata portion of the Merger Consideration, or canceled for no consideration, as follows:

each outstanding share of Series A-1 Non-Convertible Preferred Stock, par value $0.00001 per share (the “Series A-1 Preferred Stock”), will be converted into the right to receive a pro rata portion of the aggregate preference payment applicable to the Series A-1 Preferred Stock, as set forth in the Certificate of Designation, Preferences and Rights of the Series A-1 Preferred Stock and Series A-2 Convertible Preferred Stock (the “Series A Certificate of Designation”), which is currently calculated at approximately $62.5 million;
each outstanding share of Series A-2 Convertible Preferred Stock, par value $0.00001 per share (the “Series A-2 Preferred Stock” and, together with the Series A-1 Preferred Stock, the “Series A Preferred Stock”), will be converted into the right to receive a pro rata portion of the remainder of the Merger Consideration, which is less than the aggregate preference payment applicable to the Series A-2 Preferred Stock, under the terms of the Series A Certificate of Designation, to which the

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holders of the Series A-2 Preferred Stock would otherwise be entitled, and which is currently calculated at approximately $82.4 million (thereby resulting in a shortfall to such holders of approximately $64.3 million);
each outstanding share of Series B 6% 2012 Convertible Redeemable Preferred Stock of the Company (the “Series B Preferred Stock”), including accrued but unpaid dividends thereon, will be canceled for no consideration; and
each outstanding share of common stock, par value $0.00001 per share, of the Company (the “Common Stock”) will be canceled for no consideration.

Because the aggregate liquidation preferences of the Series A Preferred Stock under the Series A Certificate of Designation, currently calculated at approximately $144.9 million, is estimated to be approximately $64.3 million greater than the aggregate Merger Consideration, after repayment of indebtedness and other amounts required under the Merger Agreement, the Merger Agreement provides that no consideration will be payable in exchange for any shares of Series B Preferred Stock (including accrued but unpaid dividends thereon) or Common Stock.

We encourage you to read the Merger Agreement, which is attached as Annex A and Annex B to this information statement, because it is the legal document that governs the Merger and affects your rights as a stockholder of the Company.

Reasons for the Merger; Recommendation of the Special Committee and the Board (pages 23 and 27)

After consideration of various factors as discussed under “The Merger — Reasons for the Merger” beginning on page 23, after consultation with the Company’s independent legal advisors and following the recommendation of the Special Committee (who had consulted with its independent legal and financial advisors), the Board unanimously determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement were in the best interests of the Company and its stockholders.

For a discussion of the material factors considered by the Board in reaching its determination, see “The Merger — Reasons for the Merger” beginning on page 23.

Required Stockholder Approval for the Merger (page 50 and Annex C)

The adoption of the Merger Agreement by the Company’s stockholders requires, under applicable Nevada law and our articles of incorporation, the affirmative vote or written consent of the holders of at least a majority of the outstanding shares of Series A-2 Preferred Stock, Series B Preferred Stock and Common Stock, voting together as a single class on an as-converted basis. In addition, in connection with entering into the Merger Agreement, the Company was required to obtain the written consent of the Fir Tree Investors under the Series A Certificate of Designation.

On March 20, 2015, the Approving Stockholders, having the right to vote shares of our capital stock representing approximately 62.3% of the voting power of our outstanding capital stock entitled to vote on the adoption of the Merger Agreement, delivered a written consent (a copy of which is attached as Annex C to this information statement) adopting the Merger Agreement and authorizing the transactions contemplated thereby, including the Merger. The Fir Tree Investors are the record owners of all of the outstanding shares of our Series A-2 Preferred Stock. Fir Tree Inc., by virtue of its role as investment manager to the Fir Tree Investors, may be deemed to be a beneficial owner of such shares. The Fir Tree Investors and Fir Tree Inc. have shared voting power with respect to such shares of Series A-2 Preferred Stock. In addition, pursuant to a proxy granted with respect to all the outstanding shares of our Restricted Stock (as defined on page 8), Fir Tree Inc. has sole voting power with respect to such Restricted Stock while such restrictions remain in effect. Collectively, the Approving Stockholders thus have the right to vote shares of our capital stock representing approximately 62.3% of the voting power of our outstanding voting capital stock.

On March 20, 2015, the Fir Tree Investors, as the record owners of all of the outstanding shares of our Series A-1 Preferred Stock and Series A-2 Preferred Stock, also delivered a written consent, pursuant to the Series A Certificate of Designation, approving the Merger Agreement and the transactions contemplated thereby, including the Merger.

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As a result of the foregoing written consents, no further action by any stockholder of the Company is required under applicable law, our articles of incorporation or the Merger Agreement to adopt the Merger Agreement or approve the Merger. Consequently, the Company is not soliciting your vote for the adoption of the Merger Agreement or approval of the Merger and will not call a stockholders meeting for purposes of voting on the adoption of the Merger Agreement or approval of the Merger.

No action by the equity holders of Parent is required to complete the Merger.

Opinion of Duff & Phelps (page 28 and Annex D)

Duff & Phelps, LLC (“Duff & Phelps”) rendered its opinion to the Special Committee on March 19, 2015, based upon and subject to the assumptions made, procedures followed, matters considered, qualifications and limiting conditions set forth in its written opinion and as of such date, as to the fairness, from a financial point of view, to the holders of Common Stock other than Parent, the Fir Tree Investors and their respective affiliates (without giving effect to any impact of the Transaction (as defined below) on any particular stockholder of the Company other than in its capacity as a stockholder) of the Aggregate Consideration (as defined below) to be received by such stockholders.

The full text of the written opinion of Duff & Phelps is attached as Annex D to this information statement and is incorporated herein by reference. The full text of the written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, qualifications and limitations of the review undertaken in rendering the opinion. Duff & Phelps provided its opinion for the use and benefit of the Special Committee (solely in its capacity as such) in connection with its consideration of the Transaction. Duff & Phelps’ opinion (i) does not address the merits of the underlying business decision to enter into the Transaction versus any alternative strategy or transaction; (ii) does not address any transaction related to the Transaction; (iii) was not a recommendation as to how the Special Committee, the Board or any stockholder should vote or act with respect to any matters relating to the Transaction, or whether the Company should proceed with the Transaction or any related transaction; and (iv) does not indicate that the consideration to be received is the best possibly attainable under any circumstances. Instead, Duff & Phelps’ opinion merely states whether the Aggregate Consideration to be received by the holders of Common Stock (other than Parent, the Fir Tree Investors and their respective affiliates) was within a range suggested by certain financial analyses. The decision as to whether to proceed with the Transaction or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which Duff & Phelps’ opinion was based.

Financing for the Merger (page 35)

The payment of the Merger Consideration will be funded by certain debt financing facilities of Parent’s immediate parent company, Vertical Bridge Holdco, LLC (“Holdco”). Under the Indemnification Agreement (as defined on page 6), Holdco agrees to be liable for certain payment obligations of Parent under the Merger Agreement, including among others, payment of the Merger Consideration. The closing of the Merger is not subject to any financing condition.

The Merger Agreement (page 43 and Annex A and Annex B)

Conditions to the Merger (page 55)

The obligation of each of the Company, Parent and Merger Sub to consummate the Merger is subject to the satisfaction or, to the extent permitted by applicable law, waiver of the following conditions:

the written consent of each of (i) the holders of at least a majority of the voting power of the outstanding capital stock of the Company and (ii) the Fir Tree Investors, in favor of the adoption of the Merger Agreement, which consents were delivered to the Company and Parent on March 20, 2015, as described above;
the delivery to the Company’s stockholders of this information statement at least twenty calendar days prior to the closing of the Merger, and the consummation of the Merger being permitted by Regulation 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

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the absence of any law, order, injunction, judgment or ruling by any court of competent jurisdiction or governmental entity that would restrain, make illegal, enjoin or otherwise prohibit the consummation of the Merger; and
the absence of any action or proceeding by any governmental entity challenging or seeking to make illegal, to delay materially or otherwise restrain or prohibit the consummation of the Merger.

In addition, the obligation of each of Parent and Merger Sub to consummate the Merger is subject to the satisfaction or, to the extent permitted by applicable law, waiver of the following conditions:

the accuracy of the representations and warranties of the Company (in certain cases, subject to materiality, material adverse effect and other qualifications specified in the Merger Agreement);
the Company’s performance of and compliance with its obligations and covenants under the Merger Agreement in all material respects;
delivery by the Company of an officer’s certificate certifying that each of the conditions listed in the first and second bullet points immediately above has been satisfied;
the accuracy of the representations and warranties of the Fir Tree Investors contained in the Indemnification Agreement (in certain cases, subject to materiality and other qualifications specified in the Indemnification Agreement);
the Fir Tree Investors’ performance of and compliance with their obligations and covenants under the Merger Agreement and the Indemnification Agreement in all material respects;
delivery by the Fir Tree Investors of an officer’s certificate certifying that each of the conditions listed in the fourth and fifth bullet points immediately above has been satisfied;
delivery by the Company of a payoff letter evidencing repayment of the Company’s outstanding indebtedness under its existing credit agreement and the release of all liens in connection therewith; and
delivery by the Company of a certificate under Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”).

In addition, the obligation of the Company to consummate the Merger is subject to the satisfaction or, to the extent permitted by applicable law, waiver of the following conditions:

the accuracy of the representations and warranties of Parent and Merger Sub in the Merger Agreement, and the accuracy of the representations and warranties of Holdco in the Indemnification Agreement (in each case, subject to materiality, material adverse effect and other qualifications specified in the Merger Agreement or the Indemnification Agreement, as applicable);
each of Parent’s, Merger Sub’s and Holdco’s performance of and compliance with their obligations and covenants under the Merger Agreement in all material respects; and
delivery by Parent and Merger Sub of an officer’s certificate certifying that each of the conditions listed in the first and second bullet points immediately above has been satisfied.

Solicitation of Acquisition Proposals; Go-Shop (page 51)

Following the execution of the Merger Agreement and continuing until 11:59 p.m. (New York City time) on April 24, 2015 (which we refer to as the “Solicitation Period End Date”), the Company and its subsidiaries, and their respective representatives are, subject to certain limitations specified in the Merger Agreement, permitted to solicit alternative acquisition proposals from third parties, including by:

initiating, soliciting, facilitating and encouraging any inquiry or the making of any proposal or offer that constitutes an “Acquisition Proposal” (as defined on page 51);
providing access to non-public information to any person pursuant to an acceptable confidentiality agreement;

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waiving or terminating any standstill or similar obligations of a third party with respect to the Company and its subsidiaries solely to the extent necessary to permit such third party to engage in the “go-shop” process; and
engaging in, entering into, continuing or otherwise participating in any discussions or negotiations with any person with respect to any Acquisition Proposal, and cooperating with or assisting or participating in or facilitating any inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposal.

From and after 12:00 a.m. (New York City time) on April 25, 2014, the Company and its subsidiaries, and their respective representatives, are required to immediately cease any solicitation, encouragement, discussion or negotiation with any person with respect to any Acquisition Proposal, except that the Company and its representatives are permitted to continue to engage in such activities until May 4, 2015 (as such date may be extended, the “Window-Shop End Date”) with any person or group of persons that submitted a written Acquisition Proposal prior to the Solicitation Period End Date, which the Board or the Special Committee determines, in good faith, after consultation with their respective outside counsel and financial advisor, constitutes or could reasonably be expected to lead to a “Superior Proposal” (as defined on page 52).

In certain circumstances, the Company may terminate the Merger Agreement to accept a Superior Proposal, subject to, among other conditions, allowing Parent and Merger Sub to negotiate with the Company to match the terms of the Superior Proposal. If the Company terminates the Merger Agreement to accept a Superior Proposal, it must concurrently pay a termination fee to Parent as further described under “The Merger Agreement — Termination Fees” beginning on page 59.

Termination of the Merger Agreement (page 56)

The Merger Agreement may be terminated before the completion of the Merger in certain circumstances. See “The Merger Agreement — Termination of the Merger Agreement” beginning on page 56.

Termination Fees (page 59)

The Merger Agreement provides that the Company or Parent, as applicable, will pay the other a cash termination fee of $4.0 million and/or an expense reimbursement up to a maximum of $1.0 million in specified circumstances. For more information about the circumstances in which the Company or Parent must pay a termination fee and/or an expense reimbursement and the amount of the potential fees, see “The Merger Agreement — Termination Fees” beginning on page 59.

Remedies (page 60)

Subject to the limitations described in “The Merger Agreement — Remedies,” the parties are entitled to an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms of the Merger Agreement, in addition to any other remedy to which they are entitled at law or in equity, unless they are able under the circumstances to elect to, and do elect to, pursue payment of the termination fee and, if applicable, expense reimbursement.

The Indemnification Agreement (page 61 and Annex E)

On March 20, 2015, the Company entered into an Indemnification Agreement with Parent, Merger Sub, Holdco and the Fir Tree Investors (the “Indemnification Agreement”), which is included as Annex E to this information statement. Under the Indemnification Agreement, the Fir Tree Investors agree to indemnify Parent, Merger Sub and (following the effective time of the Merger) the Company, and certain of their respective related persons, against losses from certain (i) breaches of the Company’s and the Fir Tree Investors’ representations, warranties and covenants under the Merger Agreement and the Indemnification Agreement, (ii) tax liabilities and (iii) actions by holders of the Company’s capital stock relating to the Merger and the Merger Agreement, including actions regarding their statutory dissenters’ rights. The foregoing indemnification obligations are subject to certain thresholds and caps as described in “The Indemnification Agreement” on page 61. Under the Indemnification Agreement, Holdco also agrees to be liable for certain payment obligations of Parent under the Merger Agreement, including among others, payment of the Merger Consideration.

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The Support Agreement (page 62 and Annex F)

On March 20, 2015, the Company entered into a Support Agreement (the “Support Agreement”) with the Fir Tree Investors, which is included as Annex F to this information statement. Under the Support Agreement, the Fir Tree Investors agree to (i) deliver their written consent to the Merger within 24 hours after the execution of the Merger Agreement (which occurred on March 20, 2015), (ii) notify the Company promptly of any Acquisition Proposal received by them through the earlier of (a) the closing of the Merger, or (b) termination of the Merger Agreement in accordance with its terms, and (iii) cooperate reasonably with the Special Committee in connection with the “go-shop” provisions of the Merger Agreement. Under the Support Agreement, in certain circumstances, the Fir Tree Investors are also responsible for paying any termination fee and/or expense reimbursement that may become due by the Company to Parent.

The Funding Agreement (page 63 and Annex G)

On March 20, 2015, the Company entered into a Funding Agreement (the “Funding Agreement”) with the Fir Tree Investors, which is included as Annex G to this information statement. Under the Funding Agreement, the Fir Tree Investors have agreed to allocate a portion of the Merger Consideration they receive to the holders of the Series B Preferred Stock and Common Stock by depositing $1.75 million (which may be increased in certain circumstances) into an escrow account promptly after the closing of the Merger. The allocation of the escrow amount between the holders of the Series B Preferred Stock and Common Stock will be determined by the Special Committee prior to closing, provided that the allocation to the holders of Common Stock is currently contemplated by the Special Committee to be $0.01 per share of Common Stock held by such holders. The entitlement of each holder of Series B Preferred Stock and Common Stock to receive their pro rata share of the escrow amount is subject to the completion of certain claims documentation, including a release of legal claims, which will be mailed to stockholders after the closing of the Merger. The escrow amount will also be available to the holders of Series B Preferred Stock and Common Stock if the Merger Agreement is terminated and the Company consummates a similar third party transaction.

Regulatory and Other Governmental Approvals (page 42)

The Company believes that no filing is required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) in connection with the Merger. As a result, there is no applicable waiting period under the HSR Act before the Merger may be consummated. Other than a requirement to file a notification under Financial Industry Regulatory Authority (also referred to as “FINRA”) Rule 6490, the Company is not aware of any other regulatory requirements or governmental approvals that may be required to consummate the Merger, other than compliance with the applicable regulations of the Securities and Exchange Commission (“SEC”), including in connection with this information statement.

Interests of our Directors and Officers in the Merger (page 36)

You should be aware that the Company’s directors and executive officers may be deemed to have interests in the Merger that may be different from or in addition to the interests of the Company’s stockholders generally, and that may present actual or potential conflicts of interest. These interests include, among others:

the payment of certain incentive bonuses as a result of the closing of the Merger to certain of the Company’s executive officers, in an aggregate amount of approximately $1.5 million;
post-closing retention bonus payments by the Company to Paul McGinn, our Chief Executive Officer, up to an aggregate amount of $1.2 million; and
continued indemnification and insurance coverage for our current and former directors and officers for six years following the effective time of the Merger.

These interests are discussed in more detail in “Interests of our Directors and Officers in the Merger” beginning on page 36. The Board was aware of these interests and considered that such interests may be different from or in addition to the interests of the Company’s stockholders generally, among other matters, in making its determination and recommendation in connection with the Merger Agreement and the transactions contemplated thereby, including the Merger.

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Material U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Common Stock and Series B Preferred Stock (page 41)

If you are a U.S. Holder (as defined in “Material U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Common Stock and Series B Preferred Stock” beginning on page 41) of our Common Stock and/or Series B Preferred Stock, under U.S. federal tax law, you will recognize gain or loss equal to the difference between the amount realized, if any, for your shares of Common Stock and/or Series B Preferred Stock and your adjusted tax basis in such shares. If you elect to receive a pro rata share of the escrow amount described in the Funding Agreement, the treatment of such amount is uncertain and may be treated as ordinary income rather than as an amount realized for such stock. Holders of shares of Common Stock and Series B Preferred Stock are urged to consult their tax advisors about the United States federal, state, local and foreign tax consequences of the Merger.

Treatment of the Company’s Preferred Stock, Common Stock and Restricted Stock (page 44)

If you are a holder of shares of Common Stock or Series B Preferred Stock, at the effective time of the Merger, your shares will be automatically canceled with no further action required by you. Each share of restricted Common Stock (“Restricted Stock”) outstanding immediately prior to the Merger will also be automatically canceled for no consideration.

Market Price of Common Stock (page 64)

The Common Stock is quoted and traded on the OTCBB under the trading symbol “CIGW.” The closing sale price of the Common Stock on March 19, 2015, which was the last trading day prior to the announcement of the Merger Agreement, was $0.19 per share. The closing sale price of our Common Stock on April 15, 2015, which is the most recent practicable date before this information statement was mailed to our stockholders, was $0.02 per share.

Dissenters’ Rights (page 65)

Holders of Series B Preferred Stock and Common Stock, other than the Approving Stockholders, may elect to pursue their dissenters’ rights under Nevada law to receive, in lieu of the cancellation of their shares, the “fair value” of their shares, if any, but only if they comply with the procedures required under Sections 92A.300 to 92A.500, inclusive, of the NRS. For a summary of these procedures, see “Dissenters’ Rights” beginning on page 65. A copy of Sections 92A.300 to 92A.500, inclusive, of the NRS is also included as Annex H to this information statement. Failure to follow the procedures set forth in Sections 92A.300 to 92A.500, inclusive, of the NRS and the time periods for response in the notice from the Company will result in the loss of dissenters’ rights.

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QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers are intended to briefly address some questions you may have regarding the Merger Agreement and the Merger. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the more detailed information contained elsewhere in this information statement, the annexes to this information statement and the documents referred to or incorporated by reference in this information statement, each of which you should read carefully. You may obtain information incorporated by reference in this information statement without charge by following the instructions under “Where You Can Find Additional Information” beginning on page 72.

Q: What is the proposed transaction?
A: The proposed transaction is the acquisition of the Company by Parent pursuant to the Merger Agreement. Upon the terms and subject to satisfaction or waiver of the conditions under the Merger Agreement, Merger Sub, a wholly-owned subsidiary of Parent, will merge with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent.
Q: What will I be entitled to receive in the Merger?
A: If the Merger is completed, your shares of Series B Preferred Stock or Common Stock will be canceled for no consideration. You will not be entitled to receive shares of the surviving corporation or of Parent or any of their respective affiliates. However, pursuant to the Funding Agreement, you may be entitled to receive your pro rata share of an escrow amount which will be set aside by the Fir Tree Investors, subject, among other things, to your completion of claims documentation, including a release of legal claims. The claims documentation will be mailed to you following the consummation of the Merger (or, if the Merger Agreement is terminated, following the completion of an alternative third party transaction, if any).
Q: When do you expect the Merger to be completed?
A: We are working to complete the Merger as soon as possible. We currently expect to complete the Merger promptly after all of the conditions to the Merger have been satisfied or waived. Completion of the Merger is expected to occur in the second quarter of 2015. However, the Merger is subject to various closing conditions and it is possible that the failure to promptly meet these closing conditions or other factors outside of the Company’s control could require the Company to complete the Merger at a later time or not at all.
Q: What happens if the Merger is not completed?
A: If the Merger is not completed for any reason, the holders of our Series A Preferred Stock will not receive any payment for their shares in connection with the Merger and your shares will not be canceled. Instead, our Common Stock, Series A Preferred Stock and Series B Preferred Stock will remain outstanding and our Common Stock will continue to be quoted and traded on the OTCBB. Under specified circumstances, the Company may be required to pay Parent a termination fee of  $4.0 million and/or reimburse Parent’s expenses up to a maximum amount of  $1.0 million, or Parent may be required to pay the Company a termination fee of  $4.0 million and/or reimburse the Company’s expenses up to a maximum amount of $1.0 million. See “The Merger Agreement — Termination Fees” beginning on page 59.
Q: Why am I not being asked to vote on the Merger?
A: Applicable Nevada law, our articles of incorporation and the Merger Agreement require the adoption of the Merger Agreement by the holders of at least a majority of the outstanding shares of Series A-2 Preferred Stock, Series B Preferred Stock and Common Stock, voting together as a single class and on an as-converted basis in order to approve the Merger. The Series A Certificate of Designation also required the written consent of the Fir Tree Investors prior to entering into the Merger Agreement, which was obtained in advance. The required stockholder approval was obtained on March 20, 2015 after the Merger Agreement was executed, when the Approving Stockholders delivered a written consent adopting

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the Merger Agreement and approving the Merger. Therefore, your vote is not required and is not being sought. We are not asking you for a proxy and you are requested not to send us a proxy or your stock certificates.
Q: Why did I receive this information statement?
A: You are receiving this information statement because you owned shares of the Company’s Common Stock or Series B Preferred Stock on the close of business on March 20, 2015, which is the record date for determining stockholders to receive this information statement. Applicable law and securities regulations require the Company to provide you with information regarding the Merger, even though your vote or consent is neither required nor requested to authorize and adopt the Merger Agreement or complete the Merger. This information statement also constitutes notice to you of the availability of appraisal rights under Sections 92A.300 to 92A.500, inclusive, of the NRS, a copy of which is attached to this information statement as Annex H. Upon completion of the Merger, you will receive a notice from the Company regarding your dissenters’ rights with important time deadlines for your response.
Q: Did the Board approve and recommend the Merger Agreement?
A: Yes. The Board unanimously voted to approve the Merger Agreement and recommend the adoption of the Merger Agreement by the Company’s stockholders. To review the Board’s reasons for recommending the authorization and adoption of the Merger Agreement, see “The Merger — Reasons for the Merger” beginning on page 23.
Q: Should I send in my Company stock certificates?
A: No. If the Merger is completed, your shares of Common Stock or Series B Preferred Stock will be automatically canceled and your stock certificates will automatically become void. Please do NOT return your stock certificate(s) to the Company.
Q: Is the Merger subject to the fulfillment of certain conditions?
A: Yes. Before the Merger can be completed, the Company, Parent and Merger Sub must fulfill or, if permissible, waive, several closing conditions. If these conditions are not satisfied or waived, the Merger will not be completed. See “The Merger Agreement — Conditions to the Merger” beginning on page 55.
Q: If I did not consent to the adoption of the Merger Agreement, am I entitled to dissenters’ rights?
A: Yes. If you did not consent to the adoption of the Merger Agreement, you are entitled to seek appraisal of the fair value, if any, of your shares of Common Stock or Series B Preferred Stock under Sections 92A.300 to 92A.500, inclusive, of the NRS, a copy of which is attached to this information statement as Annex H, in connection with the Merger, provided that you satisfy certain conditions described in this information statement in “Dissenters’ Rights” beginning on page 65.
Q: What are the federal income tax consequences of the Merger?
A: Under U.S. federal tax law, the holders of our Common Stock and Series B Preferred Stock will generally recognize gain or loss equal to the difference between the amount realized, if any, for their shares of Common Stock and/or Series B Preferred Stock and their adjusted tax basis in such shares. If a holder elects to receive a pro rata share of the escrow amount under the Funding Agreement, the treatment of such amount is uncertain and may be treated as ordinary income rather than as an amount realized for such stock. See “Material U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Common Stock and Series B Preferred Stock” beginning on page 41 for a more detailed explanation of the tax consequences of the Merger to U.S. Holders. Tax matters can be complicated, and the tax consequences to you of the Merger will depend on your particular tax situation. We urge you to consult your tax advisor on the tax consequences to you of the Merger.

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Q: Where can I find more information about the Company?
A: The Company files periodic reports and other information with the SEC. You may read and copy this information at the SEC’s public reference facilities. Please call the SEC at (800) SEC-0330 for information about these facilities. This information is also available on the website maintained by the SEC at www.sec.gov. For a more detailed description of the available information, please refer to the section entitled “Where You Can Find Additional Information” beginning on page 72.
Q: Who can help answer my other questions?
A: If you have more questions about the Merger, please contact the Company at (561) 701-8484.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This information statement and the documents to which we refer you in this information statement contain various forward-looking statements, as defined by federal securities laws, which are based on the current expectations and assumptions of, and information currently available to, the Company’s management. When used in this report, the words “believe,” “expect,” “estimate,” “project,” “predict,” “forecast,” “plan,” “anticipate,” “target,” “outlook,” “envision,” “intend,” “seek,” “may,” “will,” or “should,” and similar expressions or words, or the negatives of those words, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and readers should be aware that the Company’s actual results could differ materially from those described in the forward-looking statements due to a number of factors, including, without limitation:

uncertainties as to the timing of the Merger;
the possibility that various closing conditions to the Merger may not be satisfied or waived;
the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, including a termination under circumstances that could require us to pay Parent a termination fee or reimburse certain expenses;
the failure to close or delay in consummating the Merger for any other reason;
the outcome of any legal proceedings that have been or may be instituted against the Company and others related to the Merger Agreement;
the effects of disruption caused by the transactions contemplated by the Merger Agreement making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities;
transaction costs;
the diversion of management’s attention from ongoing business concerns as a result of the Merger;
the Company’s financial condition and results of operations, near and long term prospects and strategic objectives and the risks and uncertainties in achieving those prospects and objectives; the Company’s historic losses, pace of revenue growth and capital requirements and expectations over the near and long term; the Company’s prospects for achieving sufficient revenue and income needed to satisfy its debts as they become due (including the ability to service the payments on its outstanding credit facility), in order to sustain current operations; and the risks inherent in the Company’s business model and current ownership structure; and
such other factors as are set forth in the risk factors detailed from time to time in the Company’s periodic reports and registration statements filed with the SEC including, without limitation, the risk factors detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, as such risk factors may have been updated by the Company’s subsequent filings with the SEC.

See “Where You Can Find Additional Information” beginning on page 72. Any forward-looking statements should be considered in light of these factors. Unless otherwise required by law, the Company undertakes no obligation, and expressly disclaims any obligation, to update or publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, or otherwise.

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THE PARTIES TO THE MERGER

Company

CiG Wireless Corp.
11120 South Crown Way, Suite 1
Wellington, Florida 33414
Phone: (561) 701-8484

The Company is a Nevada corporation that develops, operates and owns wireless and broadcast communication towers in the United States. The Company’s core business consists of leasing antenna space on its communication sites to third parties via long-term contracts. The Company’s tower infrastructure can accommodate multiple customers for antennas necessary for the transmission of signals for wireless communication devices.

For more information about the Company, please visit the Company’s website at www.cigwireless.com. The information on the Company’s website, other than securities filings that are otherwise incorporated herein by reference, is not incorporated into, and does not form a part of, this information statement. Detailed descriptions of the Company’s business and financial results are contained in our Annual Report on Form 10-K for the year ended December 31, 2014, which is incorporated in this information statement by reference. See “Where You Can Find Additional Information” beginning on page 72.

Parent

Vertical Bridge Acquisitions, LLC
951 Broken Sound Parkway, Suite 320
Boca Raton, Florida 33487
Phone: (561) 948-6367

Parent is a Delaware limited liability company and a wholly-owned subsidiary of Vertical Bridge Holdings, LLC, a privately-owned real estate investment trust focused on the ownership of wireless communication towers in the U.S. Vertical Bridge Holdings, LLC owns, operates and manages telecommunications towers, rooftops, and site locations across the country. Vertical Bridge Holdings, LLC was founded in 2014 by Digital Bridge Holdings, LLC, as well as certain key executives from Global Tower Partners. For more information, please visit Parent’s website at www.verticalbridge.com. The information on Parent’s website is not incorporated into, and does not form a part of, this information statement.

Merger Sub

Vertical Steel Merger Sub Inc.
951 Broken Sound Parkway, Suite 320
Boca Raton, Florida 33487
Phone: (561) 948-6367

Merger Sub is a Nevada corporation that was formed by Parent solely for the purpose of completing the Merger with the Company. Merger Sub is a wholly-owned subsidiary of Parent and has not engaged in any business to date, except for activities incidental to its incorporation and activities undertaken in connection with the Merger and the other transactions contemplated by the Merger Agreement.

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THE MERGER

The following is a description of the material aspects of the Merger. For additional information, please refer to the Agreement and Plan of Merger and the First Amendment thereto, which are attached to this information statement as Annex A and Annex B. We encourage you to read carefully this entire information statement for a more complete understanding of the Merger.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement by the Company. In this process, representatives of the Company’s Board and the Special Committee, the Company and their advisors held many conversations, both by telephone and in person, about the potential transaction and alternatives. The chronology below covers only the key events leading up to the execution of the Merger Agreement and does not purport to catalogue every related conversation among or between representatives of the Board, the Special Committee, the Company, Parent or their respective advisors.

In the second quarter of 2012, ENEX Group Management SA and CRG Finance AG conducted capital raising efforts for the Company, which were unsuccessful.

In early March 2013, the Company engaged Macquarie Capital (USA) Inc. to conduct a capital raising process. In connection with this process, the Company received proposals from three parties, including the Fir Tree Investors. At such time, the Company was cash flow negative and required capital to fund operations and grow its tower base.

The Fir Tree Investors began discussions regarding a possible financing transaction with the Company in the second quarter of 2013.

On August 1, 2013, the Fir Tree Investors made a preferred stock financing investment in the Company. At that time, the Company was engaged in discussions to make significant acquisitions of tower assets from two unrelated third parties, one of which was no longer under an exclusivity arrangement and was threatening to terminate discussions with the Company.

The investment by the Fir Tree Investors provided the Company with sufficient funds to complete these two acquisitions and also provided direct access to additional capital to support the Company’s growth. Since August 2013, the Fir Tree Investors have been a significant source of funding for the Company, as the Company has not generated free cash flow.

As part of the initial series of financing provided by the Fir Tree Investors, the Company was given the right to draw down additional funds from the Fir Tree Investors (which it did on December 18, 2013 and March 7, 2014) until October 31, 2014.

In February 2014, Marc Ganzi, the Chief Executive Officer of Digital Bridge Holdings LLC (“Digital Bridge”), an affiliate of Parent, contacted, on an unsolicited basis, Paul McGinn, the Chief Executive Officer of the Company, to request an in-person meeting. Messrs. Ganzi and McGinn have both been actively involved in the wireless communications tower industry for many years and became acquainted in 1999. In 2006, Global Tower Partners acquired TCP Communications, LLC. At the time of the sale, Mr. McGinn was Chief Executive Officer of TCP Communications, LLC and Mr. Ganzi was Chief Executive Officer of Global Tower Partners.

On the morning of February 19, 2014, Mr. McGinn and Mr. Ganzi met in person at the Boca Raton, Florida, headquarters of Vertical Bridge Holdings, LLC (“VBH”), an affiliate of Digital Bridge and Parent. At the meeting, Mr. Ganzi expressed interest in a potential business combination or acquisition transaction involving the Company and VBH, or one of its affiliates. Mr. McGinn indicated to Mr. Ganzi that the Company was not for sale, but that he would discuss VBH’s interest with Fir Tree Inc. (the investment manager to the Fir Tree Investors, which we refer to as “Fir Tree”), the Company’s controlling stockholder, whose consent to any transaction would be needed under the Series A Certificate of Designation.

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On the afternoon of February 27, 2014, Mr. Ganzi held an in-person meeting at VBH’s offices in Boca Raton, Florida, which was attended by Mr. McGinn and Scott Troeller, Managing Director of Fir Tree and a member of the Board. At the meeting, Mr. Ganzi again expressed VBH’s interest in a potential business combination transaction with or acquisition of the Company. Messrs. Troeller and McGinn indicated that they would consider engaging in preliminary discussions about a possible transaction, but they would require additional information from VBH about the proposed terms before the Company could respond to VBH’s indication of interest. No substantive terms of any transaction were discussed at this meeting.

Mr. Ganzi and Mr. McGinn met in-person on the morning of March 8, 2014 in Wellington, Florida, at which time Mr. Ganzi again expressed VBH’s interest in a transaction and VBH’s desire to move forward with a potential transaction. Mr. McGinn advised Mr. Ganzi that the Company was not for sale, but he would inform the Board of VBH’s continued interest.

At a telephonic meeting of the Board held on the afternoon of April 2, 2014, Mr. McGinn advised the Board of his recent conversations with Mr. Ganzi and presented the views of the Company’s management as to why it would be prudent to explore a transaction with VBH or one of its affiliates. Mr. McGinn noted that discussions were at a preliminary stage and no substantive terms had been proposed or discussed. The Board discussed the advisability of a potential sale transaction involving the Company. The Board then authorized Mr. McGinn to provide preliminary due diligence materials to VBH, subject to the execution of a customary non-disclosure agreement.

On April 3, 2014, Mr. Ganzi contacted Mr. McGinn and requested preliminary financial and operational due diligence materials. Mr. McGinn responded that the Company would require VBH to sign a customary non-disclosure agreement before any non-public information would be provided.

The parties negotiated the non-disclosure agreement over the following four days with assistance from their respective counsel. On April 7, 2014, the Company and VBH executed the non-disclosure agreement.

The Company provided preliminary due diligence materials to VBH on April 18, 2014. During the following month, VBH performed financial and operational due diligence on the Company.

On May 16, 2014, the Company received a non-binding letter of intent from an affiliate of VBH and Parent, pursuant to which VBH proposed to acquire all of the Company’s wireless communications towers and certain work-in-progress assets for a base purchase price of $99.5 million, or a multiple of 25 times annual TCF for such towers. The letter also proposed that VBH would be willing to pay certain success fees and earn-out fees to the Company in connection with the transaction, which it estimated could increase the aggregate purchase price to approximately $121.8 million.

On May 19, 2014, Mr. McGinn and Romain Gay-Crosier, the Company’s Chief Financial Officer, met in-person with Mr. Ganzi and Alex Gellman, Chief Executive Officer of VBH, at VBH’s offices in Boca Raton, Florida to discuss the terms of VBH’s proposal. Mr. McGinn advised Messrs. Ganzi and Gellman that the Board was meeting in approximately one week and he would be able to provide feedback on the letter of intent after that meeting.

The Board held a telephonic meeting on the afternoon of May 28, 2014. At the meeting, the Board discussed the letter of intent with management and considered the Company’s strategic and financial alternatives. After discussing the letter of intent and the Company’s then-current financial position, the Board directed Mr. McGinn to engage in further preliminary discussions with VBH regarding its proposal.

Throughout early June 2014, the Company continued to provide financial, operational and legal due diligence materials to VBH.

On June 9, 2014, Mr. Ganzi and Mr. McGinn had a telephone conversation to discuss the status of VBH’s proposal. Mr. McGinn advised Mr. Ganzi that Fir Tree was seeking additional information about the proposed transaction. Mr. Ganzi and Mr. McGinn decided to hold an in-person meeting in New York City with representatives of VBH, the Company and Fir Tree to discuss a possible transaction.

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On the afternoon of June 25, 2014, Mr. Ganzi and Robert Paige, Senior Vice-President of M&A of VBH, met with Messrs. McGinn and Troeller and Jarret Cohen, Head of Private Real Estate of Fir Tree and a member of the Board, and certain of their other representatives, at Fir Tree’s headquarters in New York, New York.

On June 30, 2014, Messrs. McGinn and Paige had a follow up telephone conversation to discuss possible transaction structures.

On July 3, 2014, VBH and the Company executed an amended and restated non-disclosure agreement to provide for mutual confidentiality obligations, to enable VBH to provide certain nonpublic information to the Company.

During the first two weeks of July 2014, the Company continued to provide due diligence materials to VBH.

On July 16, 2014, Messrs. McGinn and Gay-Crosier, and Michael Hofe, the Company’s Chief Operating Officer, attended a meeting at VBH’s headquarters in Boca Raton, Florida, with Messrs. Paige and Gellman. At the meeting, the parties further discussed potential transaction structures, including the possibility that a portion of Fir Tree’s investment would roll over into an equity stake in VBH or one of its affiliates. At the meeting, Mr. McGinn insisted that VBH increase the base purchase price it was offering, indicating that the Board was not likely to accept a proposal with significant contingent consideration, such as earn-outs or success fees, as was proposed in VBH’s letter of intent.

On July 25, 2014, Messrs. Ganzi and Paige had a telephone conversation with Mr. McGinn to further discuss the potential structure of the transaction. Mr. Paige indicated that, following the previous discussions between the parties, VBH believed that the transaction should be structured as a merger.

The Board met telephonically on the afternoon of August 7, 2014, to further discuss the letter of intent the Company had received from VBH. The Board discussed the Company’s tower portfolio and work-in-progress assets, the Company’s near and long term business plans, the Company’s near and long term liquidity and potential sources of funding and the financial terms of VBH’s proposal. After discussing the Company’s strategic and financial alternatives, the Board directed Mr. McGinn to contact VBH to, among other things, negotiate an increase in the base price of its offer to $125 million (with no earn-out mechanism), plus reimbursement for third party costs incurred by the Company prior to closing for the development of work-in-progress assets.

Mr. McGinn contacted Messrs. Ganzi and Paige on August 10, 2014, to communicate the Board’s position.

On September 2, 2014, Mr. McGinn contacted Mr. Paige requesting an update as to the potential transaction. Mr. Paige advised Mr. McGinn that VBH’s counsel was preparing a revised non-binding letter of intent.

On the morning of September 9, 2014, Messrs. McGinn, Ganzi and Paige met in Las Vegas, Nevada, to discuss VBH’s continued interest in a possible transaction with the Company. At the meeting, Mr. Paige advised Mr. McGinn that VBH’s counsel was continuing to prepare a revised non-binding letter of intent.

On September 29, 2014, Mr. Paige delivered a revised non-binding letter of intent to Mr. McGinn. The revised letter of intent proposed the acquisition by VBH of all outstanding shares of the Company’s capital stock in a transaction structured as a merger. The proposed purchase price was $100 million in cash, less any outstanding indebtedness of the Company and transaction costs, plus reimbursement of third party costs incurred in connection with the Company’s work in progress assets prior to closing. The letter of intent also contemplated a rollover of $25 million of Fir Tree’s equity into equity of VBH or one of its affiliates and a 10% escrow holdback to protect VBH and its affiliates from potential indemnification claims.

The Board held a telephonic meeting on the afternoon of October 15, 2014, during which it discussed the revised letter of intent. At the meeting, the Board discussed the Company’s strategic and financial alternatives. In particular, the Board discussed the Company’s current and historical financial condition, near and long term prospects, strategic objectives, and the risks and uncertainties in achieving those prospects and objectives.

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The Board also discussed the risks inherent in the Company’s business model and current ownership structure. At the meeting, the Board determined that it was not prepared to accept VBH’s proposal at that time, but authorized Mr. McGinn to negotiate an exclusivity arrangement with VBH to enable the parties to enter into exclusive negotiations regarding a possible merger transaction.

On or about October 16, 2014, Mr. McGinn contacted Mr. Paige to communicate the Board’s determination. Messrs. McGinn and Paige agreed to direct their respective counsel to negotiate a form of memorandum of understanding or term sheet, together with an exclusivity agreement.

Over the following two weeks, Simpson Thacher & Bartlett LLP (“Simpson Thacher”), outside legal counsel to VBH and its affiliates, and Lowenstein Sandler LLP (“Lowenstein”), outside legal counsel to the Company and Fir Tree at that time, negotiated the terms of a memorandum of understanding and exclusivity agreement with the input of their respective clients.

The Board met telephonically on the evening of November 9, 2014, to discuss the possible transaction with VBH. The Board discussed the newly proposed all-cash purchase price, which represented a higher transaction multiple than typically found in transactions for wireless communications tower companies. The Board also discussed the Company’s financial condition and the possibility of any alternative strategic or financial transaction becoming available to the Company. At the meeting, the Board approved entry into the memorandum of understanding and exclusivity agreement. The Board also reviewed Lowenstein’s role as counsel to both the Company and Fir Tree and authorized the Company to engage separate counsel with respect to the possible transaction, with the understanding that Lowenstein would continue to act as outside legal counsel to Fir Tree. The Board also directed Company management not to initiate, engage or otherwise participate in any discussions with VBH regarding future employment or compensation matters, until further directed by the Board.

At the same meeting on November 9, 2014, the Board unanimously approved the establishment of a special committee composed of independent, disinterested directors, which is the Special Committee referred to throughout this information statement, to review, and if determined by the Special Committee to be advisable and fair to, and in the best interests of, the Company and its stockholders (other than the Fir Tree Investors), approve (or reject) or recommend to the Board such approval (or rejection) of the proposed transaction with VBH or an alternative transaction. Having reviewed the independence and interests of the members of the Board and concluding that Grant Barber and Gabriel Margent were independent from the Fir Tree Investors and otherwise independent and disinterested, the members of the Board unanimously appointed Messrs. Barber and Margent to the Special Committee.

On November 10, 2014, the Company and VBH approved the final non-binding memorandum of understanding and entered into the exclusivity agreement, which provided VBH with the exclusive right to negotiate an acquisition of the Company through December 24, 2014. The memorandum of understanding contemplated the merger of the Company with and into a wholly-owned subsidiary of VBH, with the Company continuing as the surviving corporation in the merger, for base cash consideration of $125 million, with reimbursement for third party expenses incurred by the Company in developing its work-in-progress assets and existing tower portfolio from June 30, 2014 until the closing of the merger.

On November 11, 2014, Mr. McGinn and Mr. Gay-Crosier, accompanied by representatives of Lowenstein, attended an in-person due diligence meeting at VBH’s headquarters in Boca Raton, Florida, which was hosted by Messrs. Gellman and Paige and other representatives of VBH. At the meeting, the parties discussed the Company’s operations, tower development, human resources, information technology, legal and other key functions.

On November 18, 2014, representatives of VBH sent the Company and Lowenstein an initial due diligence request list.

On November 19, 2014, Messrs. McGinn and Paige had a telephone conversation, which was also attended by representatives of Simpson Thacher and Lowenstein. The parties determined that Lowenstein would prepare initial drafts of the Merger Agreement and the Indemnification Agreement.

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On November 25, 2014, the Special Committee engaged Morrison & Foerster LLP (“Morrison & Foerster”) to act as its outside legal advisor.

On November 28, 2014, Lowenstein sent initial drafts of the Merger Agreement and Indemnification Agreement to Simpson Thacher and Morrison & Foerster. Among other things, the Merger Agreement contemplated a “go-shop” period, during which the Company would be permitted to solicit alternative offers from third parties and terminate the Merger Agreement to accept a superior proposal from a third party, and a reverse termination fee payable by VBH for certain terminations of the Merger Agreement. Lowenstein also advised Simpson Thacher that the Company was requesting an increase in the proposed merger consideration, as a result of the increased value of the Company due to its recent development and acquisition activities.

During the period between November 29, 2014 and December 6, 2014, Lowenstein and Simpson Thacher negotiated the terms of the Merger Agreement and the Indemnification Agreement, with guidance from their respective clients.

On December 1, 2014, the Special Committee met with representatives of Morrison & Foerster to discuss the Merger Agreement and the proposed transactions thereunder, including the process of selecting a financial advisor. The Special Committee discussed with Morrison & Foerster the scope of their mandate, their fiduciary duties, and their independence from and lack of interests in the proposed transaction. The Special Committee, with the assistance of Morrison & Foerster, had previously identified several financial advisory firms as candidates and at the meeting, following discussion of the candidates, instructed Morrison & Foerster to arrange interviews between the Special Committee and each candidate firm. Over the following week, the Special Committee met on several occasions to conduct separate interviews with each candidate firm and further considered the candidates’ relative strengths and weaknesses, including their experience in the Company’s industry and in mergers and acquisitions and valuation, and any prior relationships with any of the parties to the proposed transaction.

On December 7, 2014, Simpson Thacher sent Lowenstein a revised draft of the Merger Agreement and the Indemnification Agreement. Among other things, Simpson Thacher’s revised draft of the Merger Agreement removed the “go-shop” provision and instead provided for a limited 30-day period during which the Company would be permitted to engage in discussions solely with unsolicited bidders. The revised draft also removed the potential payment by Parent of a reverse termination fee in certain circumstances and did not include an increase in the merger consideration.

The Board met telephonically on that same date. Mr. McGinn provided the Board with an update on the status of discussions with VBH, noting that the parties had not yet made significant process in their negotiations and that significant business and legal issues remained outstanding. The Board then discussed the Company’s financial position, liquidity and sources of funding, as compared to the Company’s current business plan and that, other than the Fir Tree Investors, the Company’s potential sources of financing were limited. After further discussion, the Board approved a loan from each of the Fir Tree Investors to the Company to be evidenced by promissory notes, each in the amount of $3.5 million, for a total of $7.0 million.

The loan from the Fir Tree Investors was funded, and the promissory notes were issued, on December 10, 2014.

On December 12, 2014, Mr. Paige had a telephone conversation with Messrs. McGinn and Troeller. During this conversation, Mr. Troeller indicated to Mr. Paige that Fir Tree and the Company would require an increase in purchase price to reflect the increase in the Company’s value since the memorandum of understanding had been finalized, which resulted from, among other things, recent acquisitions of land and towers. Messrs. Troeller and Paige also discussed the other significant outstanding transaction issues, including, among others, the Company’s insistence on a “go-shop” period and a potential reverse termination fee from VBH.

On December 14, 2014, VBH and its representatives were granted access to an electronic data site to which the Company and its representatives had uploaded certain public and non-public information of the Company. Thereafter through the execution of the transaction documents, the Company and its representatives continued to upload due diligence materials and make information available in response to the diligence requests from VBH and its advisors.

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From December 14 to December 28, 2014, Lowenstein and Simpson Thacher continued to negotiate the terms of the Merger Agreement and the Indemnification Agreement with guidance from their respective clients. During this time, the Special Committee monitored the progress of negotiations.

On December 28, 2014, Mr. Ganzi contacted Mr. Troeller to discuss the significant legal and business issues that remained outstanding between the parties. Mr. Troeller responded to Mr. Ganzi, indicating that the Company was not prepared to enter into a Merger Agreement without a “go-shop” provision. Mr. Troeller also advised Mr. Ganzi that VBH’s proposed purchase price was inadequate, and did not reflect the value that the Company had built to date.

On or about December 28, 2014, the Company and VBH agreed to extend the exclusivity arrangement until December 31, 2014, with the goal of resolving the outstanding business and legal issues between the parties by such date.

On December 31, 2014, the exclusivity arrangement between the Company and VBH expired and was not further extended.

From January 2, 2015 to January 10, 2015, Messrs. McGinn, Troeller, Ganzi and Paige continued to negotiate the open transaction points, including the purchase price, inclusion of a “go-shop” provision and the reverse termination fee. During this time, the Special Committee monitored the progress of negotiations.

On January 10, 2015, Mr. Paige contacted Messrs. Troeller and McGinn to indicate that VBH was prepared to increase the merger consideration to include reimbursement of expenditures for work in progress sites, reimbursement of up to $200,000 per month for operating costs for four months between the signing and closing of the possible transaction and an incremental $2.5 million added to the base purchase price in respect of the Company’s increased value resulting from recent acquisitions and development activities. However, VBH continued to resist the Company’s request for a “go-shop” period. The parties agreed that Lowenstein would revise the Merger Agreement and Indemnification Agreement drafts to reflect the newly agreed terms.

On January 13, 2015, the Special Committee met, with representatives of Morrison & Foerster in attendance, to discuss the progress of negotiations and further considered financial advisor candidates.

On January 14, 2015, the Company engaged Fox Rothschild LLP (“Fox Rothschild”) to serve as its counsel.

From January 14, 2015 through January 27, 2015, Lowenstein, Fox Rothschild and Simpson Thacher continued to negotiate the terms of the Merger Agreement and Indemnification Agreement, with guidance from their respective clients. During this time, the Special Committee met on several occasions, with representatives of Morrison & Foerster in attendance, to discuss the progress of negotiations, the draft Merger Agreement and Indemnification Agreement, and their selection of a financial advisor.

On the afternoon of January 26, 2015, the Board met telephonically. At the meeting, Mr. McGinn provided the Board with a progress update regarding the possible transaction and the status of negotiations.

On February 1, 2015, the Special Committee held a meeting and determined, based on, among other factors, the firm’s reputation and experience in the Company’s industry and in mergers and acquisitions and valuation, to engage Duff & Phelps as its financial advisor for the proposed transaction, subject to negotiation of a mutually acceptable engagement letter.

On February 2, 2015, the Special Committee met and discussed with representatives of Morrison & Foerster the Merger Agreement and Indemnification Agreement. The Special Committee also discussed with Morrison & Foerster the advisability of obtaining from the Fir Tree Investors a Support Agreement, under which the Fir Tree Investors would represent as to several matters, including the absence of any additional interest in the proposed transaction or any relationship with the proposed acquiror, and agree to support the proposed transaction. The Special Committee met on several occasions during the following week to discuss the proposed transaction and the potential engagement of Duff & Phelps.

On February 3, 2015, Lowenstein and Morrison & Foerster negotiated the terms of the Support Agreement, with guidance from their respective clients.

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On February 5, 2015, Lowenstein sent revised drafts of the Merger Agreement and Indemnification Agreement to Simpson Thacher, which also reflected comments from Fox Rothschild and Morrison & Foerster.

On February 6, 2015, VBH sent the Company a high priority financial due diligence request list, in order to facilitate a proposed in-person meeting between Ernst & Young LLP, VBH’s accounting firm, and Mr. Gay-Crosier.

Also on February 6, 2015, the Company received an unsolicited written indication of interest from a third party (“Industry Participant 1”) for the acquisition of all of the Company’s completed and work-in-process communications tower sites and the related leases and agreements for up to 24 times annual TCF, which Industry Participant 1 estimated at approximately $97.53 million based on the Company’s public filings with the SEC.

On February 8, 2015, Simpson Thacher distributed revised versions of the Merger Agreement and Indemnification Agreement to Lowenstein, Fox Rothschild and Morrison & Foerster. The Merger Agreement draft included the “go-shop” period and potential reverse termination fee requested by the Fir Tree Investors and the Special Committee.

On the morning of February 10, 2015, the Board convened telephonically and, among other things, discussed the indication of interest received from Industry Participant 1. At the meeting, the Board determined to continue its discussions with VBH regarding the possible transaction, based on timing and certainty of closing, and the materially higher purchase price offered by VBH. The Board directed Mr. McGinn to acknowledge to Industry Participant 1 receipt of its proposal and that the Board was not prepared to act on it at that time.

On February 11 and February 12, 2015, representatives from Ernst & Young LLP attended an on-site financial due diligence session with Mr. Gay-Crosier at the Company’s office in Atlanta, Georgia.

Between February 12, 2015 and March 20, 2015, Lowenstein, Fox Rothschild, Morrison & Foerster and Simpson Thacher continued to negotiate the terms of the Merger Agreement and the Indemnification Agreement, with guidance from their respective clients.

On February 13, 2015, the Special Committee engaged Duff & Phelps to serve as the Special Committee’s financial advisor.

Between February 13, 2015 and February 23, 2015, the Special Committee met with representatives of Morrison & Foerster and Duff & Phelps on several occasions to discuss the progress of negotiations, the Merger Agreement, the Support Agreement, and the preliminary financial analysis of the representatives of Duff & Phelps.

On the evening of February 24, 2015, Special Committee, the other members of the Board and the Company’s management met via teleconference to discuss the Special Committee’s preliminary analysis, with Messrs. McGinn, Troeller, Cohen, Barber and Margent in attendance. Representatives of Lowenstein, Fox Rothschild and Morrison & Foerster also attended.

On the afternoon of February 28, 2015, the Special Committee, the other members of the Board and the Company’s management met via teleconference, with Messrs. McGinn, Troeller, Cohen, Barber and Margent attending the meeting. Representatives of Duff & Phelps, Lowenstein, Fox Rothschild and Morrison & Foerster also attended. Representatives of Duff & Phelps discussed their preliminary financial analysis with the Special Committee and the other members of the Board, and the Special Committee expressed a view that, despite the application of the Series A Preferred Stock liquidation preferences, some consideration should be paid to the holders of Common Stock and Series B Preferred Stock.

Between March 3, 2015 and March 9, 2015, the Special Committee met on several occasions to discuss the progress of negotiations with the Fir Tree Investors with respect to the contemplated consideration payable to the holders of the Common Stock and Series B Preferred Stock, as well as to discuss the drafts of the

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Merger Agreement, the Indemnification Agreement and the Support Agreement. During this time, representatives of Duff & Phelps discussed their financial analysis with the Special Committee on several occasions.

On the afternoon of March 5, 2015, the Special Committee, the other members of the Board and the Company’s management met via teleconference, with Messrs. McGinn, Troeller, Cohen, Barber and Margent attending the meeting. Representatives of Lowenstein, Fox Rothschild and Morrison & Foerster also attended. The Special Committee presented its views and responded to questions and feedback from the other members of the Board and management.

On March 9, 2015, the Company received an unsolicited offer from a third party (“Industry Participant 2”) for the acquisition of all of the Company’s tower assets for a purchase price of 23 to 25 times annual TCF. The letter received from Industry Participant 2 did not provide a detailed summary of proposed transaction terms.

On March 10, 2015, Messrs. Troeller and Barber, as a representative of the Special Committee, had a telephone conversation to discuss the possibility that the Fir Tree Investors would direct a portion of the consideration paid by VBH in the possible transaction to the holders of Series B Preferred Stock and Common Stock pursuant to a separate Funding Agreement between the Fir Tree Investors and the Company, despite the Fir Tree Investors having no obligation to do so and despite that they would not receive full payment of their liquidation preference in the proposed transaction. Mr. Troeller advised Mr. Barber that he would consider this request. Later that day, the Special Committee met with representatives of Duff & Phelps and Morrison & Foerster to discuss the preliminary financial analysis of the representatives of Duff & Phelps.

On March 11, 2015, representatives of Lowenstein contacted representatives of Morrison & Foerster to discuss the proposed terms of the contemplated consideration payable to the holders of the Common Stock and Series B Preferred Stock. Lowenstein advised Morrison & Foerster that the Fir Tree Investors were willing to pay, in the aggregate, $1.5 million and 25% of any consideration received in excess of $150 million into an escrow account for the benefit of the holders of Series B Preferred Stock and Common Stock. Morrison & Foerster relayed this offer to the Special Committee, and over the next several days, the Special Committee discussed the Fir Tree Investors’ proposal with representatives of Morrison & Foerster and Duff & Phelps and negotiated the contemplated consideration payable to the holders of the Common Stock and Series B Preferred Stock with the Fir Tree Investors, initially requesting that the $1.5 million be increased to $2 million.

Also on March 11, 2015, Lowenstein reviewed a draft amendment to Mr. McGinn’s employment agreement, requested by Mr. McGinn, which provided for retention bonuses payable to Mr. McGinn of up to $1.2 million in the aggregate.

On March 13, 2015, the Board convened telephonically to discuss the indication of interest received from Industry Participant 2. The Board discussed the current status of discussions with VBH, acknowledging that the parties had resolved a majority of the business and legal issues and the transaction documents were in near final form, as compared to Industry Participant 2, who had not yet provided any written transaction terms. At the meeting, the Board determined to continue its discussions with VBH regarding the possible transaction, based on timing and certainty of closing, and the materially higher purchase price offered by VBH. The Board directed Mr. McGinn to acknowledge to Industry Participant 2 receipt of its letter, and that the Board was not prepared to act on it at that time.

On March 13 and 14, 2015, Lowenstein and Morrison & Foerster negotiated the contemplated consideration payable to the holders of the Common Stock and Series B Preferred Stock, with the guidance of their respective clients. The Special Committee and the Fir Tree Investors ultimately agreed that, among other things, the Fir Tree Investors would pay $1.75 million and 25% of any consideration received in the proposed transaction or an alternative transaction in excess of $150 million into an escrow account for the benefit of the holders of Series B Preferred Stock and Common Stock pursuant to a Funding Agreement.

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On March 15, 2015, the Special Committee met with representatives of Morrison & Foerster to discuss the Merger Agreement, the Indemnification Agreement, the Support Agreement and the Funding Agreement. The Special Committee instructed Morrison & Foerster to negotiate each of the foregoing agreements according to their discussions. On that same day, Lowenstein and Morrison & Foerster negotiated the terms of the Funding Agreement.

On the evening of March 16, 2015, the Board met telephonically to further discuss the terms of the Funding Agreement. Representatives of Lowenstein, Fox Rothschild and Morrison & Foerster were in attendance.

On the morning of March 17, 2015, the Board met telephonically to discuss the Company’s increasing needs for liquidity. Representatives of Lowenstein and Fox Rothschild were in attendance. That evening, the Special Committee met to discuss the Funding Agreement. The Special Committee directed Morrison & Foerster to continue negotiating the Funding Agreement.

On March 18, 2015, Lowenstein and Morrison & Foerster further negotiated the terms of the Funding Agreement, and the Special Committee held a meeting to discuss the ongoing negotiations.

On March 19, 2015, the Special Committee met, with representatives of Morrison & Foerster and representatives of Duff & Phelps in attendance. The Special Committee discussed the current status and the terms of the agreements. The Special Committee also discussed their fiduciary duties. Representatives of Duff & Phelps reviewed the analyses of Duff & Phelps and delivered the Duff & Phelps opinion to the Special Committee, to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered, qualifications and limiting conditions set forth in its written opinion, the consideration to be received by the holders of Common Stock (other than Parent, the Fir Tree Investors and their respective affiliates) in the transactions contemplated by the Merger Agreement and the Funding Agreement was fair from a financial point of view to such stockholders (without giving effect to any impact of such transactions on any particular stockholder other than in its capacity as a stockholder).

At that same meeting, the Special Committee unanimously (a) determined that the Merger and the Transactions (as defined below) are advisable and are fair to, and in the best interests of, the Company and the holders of the Company’s capital stock (other than the Fir Tree Investors) and (b) recommended to the Board that it approve the Merger Agreement, the Indemnification Agreement, the Support Agreement, the Funding Agreement, and the transactions contemplated by each of the foregoing (the “Transactions”).

On the afternoon of March 19, 2015, the Board convened telephonically to consider the proposed transactions. The Special Committee delivered its recommendation, as described above, to the Board. After discussion regarding the terms of the Merger Agreement and the other Transaction Agreements and the Transactions, including the Merger, on motions duly made and seconded, the Board unanimously (a) determined that the terms of the Transaction Agreements and the Transactions are in the best interests of the Company and fair to the holders of the Company’s capital stock, (b) approved, adopted and declared advisable the Transaction Agreements and the Transactions, including the Merger and (c) resolved to recommend to the holders of the Company’s capital stock that such holders approve the Merger Agreement and the transactions contemplated thereby.

Over the course of March 20, 2015, the Company, Fir Tree, VBH and their respective advisors finalized the terms of the Merger Agreement, disclosure schedules to the Merger Agreement, Indemnification Agreement, Support Agreement, Funding Agreement and Bonus Plan.

At a meeting on March 20, 2015, on the recommendation of the Compensation Committee of the Board, the Board approved the amendment to Mr. McGinn’s employment agreement and the Bonus Plan, as further described under “— Interests of our Officers and Directors in the Merger” beginning on page 36.

Also on March 20, 2015, the Fir Tree Investors delivered a written consent to the Company and Parent under the Series A Certificate of Designation, consenting to the Company’s entry into the Merger Agreement and related agreements.

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On the evening of March 20, 2015, the parties executed the final Merger Agreement, Indemnification Agreement, Support Agreement and Funding Agreement and the Company announced the Merger by issuing a press release.

Following the execution of the Merger Agreement, the Approving Stockholders delivered their written consent containing the Company Required Vote.

On March 23, 2015, and under the direction and supervision of the Special Committee, representatives of Duff & Phelps began contacting parties that were believed to be potentially interested in submitting an Acquisition Proposal in the “go-shop” process.

On March 26, 2015, Parent, Merger Sub and the Company entered into the First Amendment to the Agreement and Plan of Merger in order to make a clarifying change to the “go-shop” provision.

Reasons for the Merger

Reasons of the Special Committee

The Special Committee unanimously recommended that our Board approve the Transaction Agreements and the Transactions, including the Merger. In the course of assessing the merits of the Transaction Agreements and the Transactions, and reaching its decision to recommend that our Board approve the Transaction Agreements and the Transactions, the Special Committee consulted with Company management as well as with the Special Committee’s independent legal counsel and financial advisor and considered a number of factors, including the following:

the Company’s business plan and related financial projections and the Company’s ability or inability to execute long-term opportunities and to support the Company’s growth, and the risks and uncertainties in executing on its business plan;
the Company’s cash requirements and constraints on the Company’s access to cash, including our negative cash-flow and the credit limit under our credit facility with Macquarie Bank Limited;
the right of the Fir Tree Investors to consent to additional financings of the Company. The Special Committee considered that in tandem with or in lieu of the Macquarie Bank Limited credit facility, the Company would need to draw on additional financing from the Fir Tree Investors to continue to fund operations;
the Company’s business, results of operations, competitive position and financial condition on both a historical and prospective basis, including our historical net losses and the Special Committee’s beliefs about the Company’s prospects if we were to remain a stand-alone publicly traded corporation, and the risks associated therewith;
the opinion of Duff & Phelps, financial advisor to the Special Committee, as of March 19, 2015, and based upon and subject to the assumptions made, procedures followed, matters considered, qualifications and limitations of review described in the written opinion, as to the fairness, from a financial point of view, to the holders of Common Stock (other than Parent, the Fir Tree Investors and their respective affiliates) of the right to receive the $0.01 per share cash consideration to be made available to such stockholders in the Merger and the transactions contemplated by the Funding Agreement (without giving effect to any impact of such transactions on any particular stockholder other than in its capacity as a stockholder). See “Opinion of Duff & Phelps” beginning on page 28;
the financial analyses performed by Duff & Phelps in connection with the Merger, including with respect to the value of the Series B Preferred Stock and Common Stock;
the arms-length negotiations between the Special Committee and the Fir Tree Investors that resulted in an agreement to make available pursuant to the Funding Agreement $1.75 million (and 25% of any consideration received in excess of $150 million) in cash for payments to the holders of our Common Stock and the holders of Series B Preferred Stock;

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the capital structure of the Company, including the significant liquidation preferences to which the holders of Series A-1 Preferred Stock and Series A-2 Preferred Stock are entitled and the liquidation preference to which the holders of Series B Preferred Stock are entitled if the liquidation preference for the Series A-1 Preferred Stock and Series A-2 Preferred Stock has been satisfied;
the relationship of the $1.75 million to be made available under the Funding Agreement for payments to the holders of our Common Stock and the holders of Series B Preferred Stock to the lack of any consideration that would be payable in the Merger or similar transactions to such holders under the application of our charter documents until the preferences have been satisfied;
the provisions of the Merger Agreement, including the aggregate cash consideration of approximately $143 million, the limited number of conditions to Parent’s obligations under the Merger Agreement and the absence of a financing condition, the inclusion of the “go-shop” provision and the related provisions of the Funding Agreement, and the reasonable likelihood that the transactions contemplated by the Merger Agreement will be consummated;
the recent acquisitions in the cell phone tower industry identified by our financial advisor, and the multiples of tower cash flow payable in such transactions, in relation to the multiples intended to be paid under the Merger;
the historical trading ranges of our Common Stock, and the fact that our Common Stock is thinly traded on the OTCBB, with a small public float;
the fact that all of the Fir Tree Investors’ outstanding equity interests in the Company will be converted into the right to receive cash in accordance with the Merger Agreement, and the absence of any extraneous material interests of the Fir Tree Investors, and the related representations made by the Fir Tree Investors to the Special Committee in the Support Agreement;
the fact that the all-cash consideration payable in connection with the Transactions will provide certainty of value and liquidity to our stockholders;
the Company’s ability, subject to compliance with the terms and conditions of the Merger Agreement and the consent of the Fir Tree Investors, to terminate the Merger Agreement at any time prior to the effective time of the Merger if the Board authorizes the Company to enter into an Alternative Acquisition Agreement negotiated with respect to a Superior Proposal with a third party; and
the availability of dissenters’ rights to our stockholders who comply with procedures required under Nevada law.

The Special Committee also considered the potential adverse factors relating to the proposed Merger, including:

the amount per share to be paid to holders of our Common Stock pursuant to the Funding Agreement represented a substantial discount to the closing price per share of Common Stock on the trading day prior to the time the Special Committee made its recommendation;
the amount to be paid to holders of our Series B Preferred Stock pursuant to the Funding Agreement represented a substantial discount to the liquidation preference under the Series B Certificate of Designation;
following the consummation of the Merger, our stockholders will cease to participate in our future earnings or growth, if any, or benefit from increases, if any, in our value; and
some of the Company’s directors and officers may have interests in the Merger that are different from, or in addition to, the interests of our public stockholders generally, as described under “The Merger — Interests of our Directors and Officers in the Merger” beginning on page 36, including those related to Parent’s agreement to indemnify the Company’s directors and officers against certain claims and liabilities.

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This discussion of factors considered by the Special Committee is not necessarily complete, but it is believed to include all material factors considered. While the Special Committee considered the foregoing factors, it did not quantify or otherwise attach any particular weights to such factors in reaching its determination. In making its recommendation to our Board and our stockholders, the Special Committee determined that the positive factors set forth above outweighed the negative factors set forth above.

Reasons of the Board

In the course of the Board making its determination, the Board considered all of the factors considered by the Special Committee, as described above. The Board also consulted with Company management, as well as its outside legal counsel, and considered a number of other factors, including the following:

the Merger Consideration reflects the highest value reasonably attainable by the Company in light of the circumstances, and, in particular, the transaction multiple is significantly higher than that found throughout the industry, as more fully discussed under “The Merger — Background of the Merger” beginning on page 14;
the Merger Consideration also reflects a greater value than would be achievable, even if the Company executed fully on its business plan and realized a similarly high multiple, in a reasonable period of time, in particular because of the value that would have to be achieved in order for holders of our Common Stock to realize value after repayment of the Company’s outstanding indebtedness and its obligations to the holders of the Company’s preferred stock;
the Company’s current and historical financial condition and results of operations, as well as the Company’s near and long term prospects and strategic objectives, including the risks and uncertainties in achieving those prospects and objectives, particularly considering the Company’s historic losses, pace of revenue growth and capital requirements and expectations over the near and long term, the Company’s prospects for achieving sufficient revenue and income needed to satisfy its debts as they become due (including the ability to service the payments on its outstanding credit facility), in order to sustain current operations, and the risks inherent in the Company’s business model and current ownership structure, as well as other business related risks and uncertainties discussed in the Company’s filings with the SEC;
the management challenges and significant costs for the Company, especially when considered relative to its size, of continuing to maintain its status as a public company, as well as the reliance on the willingness of the Fir Tree Investors to continue to make additional cash investments in the business, given the Company’s significant amount of indebtedness and past, current and prospective performance, when the Fir Tree Investors are no longer obligated to provide such financing;
the lack of other strategic opportunities reasonably available to the Company in the current state of the industry, including continuing to operate on a stand-alone basis and the possibility of growing its business while remaining an independent public company, in each case, taking into account the potential benefits, risks and uncertainties associated with those other opportunities;
other unsolicited indications of interest for transactions with the Company indicated a value that was less than the Merger Consideration;
the fact that the Company and the Company’s independent legal advisors negotiated on an arms’ length basis with Parent and its representatives, resulting in, among other things, a materially increased price and the inclusion of the “go-shop” provision in the Merger Agreement;
the recommendation of the Special Committee, as described in “Recommendation of the Special Committee and the Board” beginning on page 27;
the terms of the Merger Agreement, as reviewed by the Board with its independent legal advisors, including, but not limited to:
º the terms of the Merger Agreement provide the Company sufficient operating flexibility to conduct its business in the ordinary course between signing the Merger Agreement and the closing of the Merger;

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º Parent’s obligation to complete the Merger is not subject to any financing condition, and that certain of Parent’s financial obligations under the Merger Agreement are jointly and severally supported by Holdco;
º the obligation of Parent under the Merger Agreement to pay to the Company a reverse termination fee of up to $4.0 million, or approximately 2.8% of the aggregate transaction value, upon termination of the Merger Agreement in certain circumstances, which increases the likelihood of the Merger being successfully consummated as described more fully under “The Merger Agreement — Termination Fees” beginning on page 59;
º the Company’s ability to specifically enforce the terms and provisions of the Merger Agreement in the event that it does not elect to receive payment of a termination fee from Parent or Holdco;
º the likelihood of the Company satisfying the conditions to Parent’s obligation to complete the Merger;
º the “go shop” provision in the Merger Agreement which permits the Company to solicit third-party Acquisition Proposals (as defined below on page 65) following the execution of the Merger Agreement through April 24, 2015, and, in certain circumstances, to continue to negotiate until May 4, 2015 (as such date may be extended) with third parties who submit Acquisition Proposals during the initial period;
º the flexibility of the Company to terminate the Merger Agreement in order to accept a Superior Proposal (as defined below on page 52);
º that, under the Funding Agreement, the Fir Tree Investors have agreed to allocate a portion of the Merger Consideration they receive to the holders of the Series B Preferred Stock and Common Stock; and
º that, under the Support Agreement, the Fir Tree Investors have agreed to reimburse the Company but retain the right in lieu thereof and pursuant to the Support Agreement to fund the Company in exchange for debt, equity, or equity-linked financing for the payment by the Company of the termination fee and expense reimbursement, under certain circumstances, as well as indemnify the Company and its subsidiaries and certain related persons for certain litigation in connection with the Merger Agreement.

The Board also considered a number of potentially adverse factors in its deliberations concerning the Merger, including, but not limited to the following factors:

the Company will no longer exist as an independent public company and its stockholders will no longer participate in the potential future growth of the Company’s assets, future earnings growth, future appreciation in the value of the Common Stock or future dividends;
that, because the aggregate liquidation preference of the Series A Preferred Stock is greater than the aggregate Merger Consideration, upon completion of the Merger, each share of Series B Preferred Stock and Common Stock issued and outstanding immediately prior to the effective time of the Merger (except for shares held by stockholders who are entitled to demand and who properly demand appraisal under Sections 92A.300 to 92A.500, inclusive, of the NRS for such shares) will be canceled for no consideration;
while the Merger is expected to be completed, there are no assurances that all conditions to the parties’ obligations to complete the Merger will be satisfied or waived, and as a result, it is possible that the Merger may not be completed, as described under “The Merger Agreement — Conditions to the Merger” beginning on page 55;
the possibility of disruption to the Company’s operations following announcement of the Merger, the fact that the Merger Agreement identifies certain actions which may not be taken by the Company without the consent of Parent in the period before the completion of the Merger and that these restrictions may restrict the Company’s flexibility to manage its business during that period, and the

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possible effect on the Company’s operating results, the trading price of the Common Stock and the Company’s ability to attract and retain key personnel and customers if the Merger does not close; and
the fact that a termination fee and/or expense reimbursement is payable to Parent under specified circumstances, including in the event the Board decides to terminate the Merger Agreement to accept a Superior Proposal, and that under certain circumstances the Fir Tree Investors are neither obligated to reimburse the Company nor, in lieu of any indemnity obligation under the Support Agreement and pursuant thereto, fund the Company in exchange for debt, equity, or equity-linked financing for such payments.

During its consideration of the Merger, the Board was aware that some of the Company’s directors and officers may have interests in the Merger that may be different from, or in addition to, those of the Company’s stockholders generally as described under “The Merger — Interests of our Directors and Officers in the Merger” beginning on page 36.

The foregoing discussion summarizes the material information and factors considered by the Board in consideration of the Merger. While the Company’s directors considered the potentially negative and potentially positive factors summarized above, they each concluded that, overall, the potentially positive factors outweighed the potentially negative factors. In analyzing the Merger, the Company’s management and the Board were assisted and advised by the Company’s outside legal counsel, each of whom reviewed various financial, legal, and other considerations in addition to the terms of the Merger Agreement.

Each of the Company’s directors reached the decision to approve and recommend the Merger Agreement in light of the factors described above, which is not intended to be an exhaustive list, but includes certain of the material factors considered. Each director may have considered other factors as he felt was appropriate. In view of the variety of factors and the quality and amount of information considered, the Board did not find it practicable to and did not quantify or otherwise assign relative weights to the specific factors considered in reaching its determination but conducted an overall analysis of the transaction. In addition, individual members of the Board may have given different weight to different factors. Accordingly, the Board based its recommendation on the totality of the information presented to and considered by it.

Recommendation of the Special Committee and the Board

On November 9, 2014, the Board established the Special Committee, consisting solely of disinterested independent directors, to, among other things, consider and evaluate the Merger and any alternative proposal to acquire the Company and make a recommendation to the Board with respect thereto. The Special Committee considered the proposed Merger transaction terms, reviewed various drafts of, commented on and negotiated certain aspects of the Merger Agreement, Indemnification Agreement, Support Agreement, Funding Agreement, and a form of release agreement to be included in the claims documentation contemplated by the Funding Agreement (collectively, the “Transaction Agreements”), and considered the effects of the Transactions. Based on the considerations and factors described above, the Special Committee unanimously (a) determined that the Transactions are advisable and are fair to, and in the best interests of, the Company and its stockholders (other than the Fir Tree Investors) and (b) recommended to our Board the approval of the Transaction Agreements and the Transactions.

The Board, after weighing all of the considerations described above under “The Merger — Reasons for the Merger” beginning on page 23, and in consideration of the unanimous recommendation of the Special Committee, unanimously (a) determined that the terms of the Transaction Agreements and the Transactions are in the best interests of the Company and fair to the holders of the Company’s capital stock, (b) approved, adopted and declared advisable the Transaction Agreements and the Transactions, including the Merger and (c) resolved to recommend to the holders of the Company’s capital stock that such holders approve the Merger Agreement and the transactions contemplated thereby.

The Merger Agreement and the transactions contemplated thereby, including the Merger, have also been approved by the written consent of the holders of a majority of the voting power of the Company’s voting capital stock pursuant to the written consent executed and delivered by the Approving Stockholders on March 20, 2015.

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Opinion of Duff & Phelps

The Company engaged Duff & Phelps to serve as the financial advisor to the Special Committee (solely in its capacity as such) and to provide an opinion as to the fairness, from a financial point of view, to the holders of Common Stock (other than Parent, the Fir Tree Investors and their respective affiliates) of the consideration, which we refer to in this section as the “Aggregate Consideration”, to be received in the Transaction (which, for purposes of this section, includes the Merger and the transaction contemplated by the Funding Agreement) by such stockholders (without giving effect to any impact of the Transaction on any particular stockholder of the Company other than in its capacity as a stockholder). The Merger and the other transaction contemplated by the Funding Agreement are together referred to as the “Transaction” throughout this section of this information statement.

Duff & Phelps rendered its oral opinion to the Special Committee on March 19, 2015 (which was confirmed in writing by delivery of Duff & Phelps’ written opinion dated the same date), based upon and subject to the assumptions made, procedures followed, matters considered, qualifications and limiting conditions set forth in its written opinion and as of such date, as to the fairness, from a financial point of view, to the holders of Common Stock other than Parent, the Fir Tree Investors and their respective affiliates (without giving effect to any impact of the Transaction on any particular stockholder of the Company other than in its capacity as a stockholder) of the Aggregate Consideration to be received by such stockholders.

The full text of the written opinion of Duff & Phelps is attached as Annex D to this information statement and is incorporated herein by reference. The full text of the written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered and qualifications and limitations of the review undertaken in rendering the opinion.

Duff & Phelps provided its opinion for the use and benefit of the Special Committee (solely in its capacity as such) in connection with its consideration of the Transaction. Duff & Phelps’ opinion (i) does not address the merits of the underlying business decision to enter into the Transaction versus any alternative strategy or transaction; (ii) does not address any transaction related to the Transaction; (iii) was not a recommendation as to how the Special Committee, the Board or any stockholder should vote or act with respect to any matters relating to the Transaction, or whether the Company should proceed with the Transaction or any related transaction; and (iv) does not indicate that the consideration to be received is the best possibly attainable under any circumstances. Instead, Duff & Phelps’ opinion merely states whether the Aggregate Consideration to be received by the holders of Common Stock (other than Parent, the Fir Tree Investors and their respective affiliates) was within a range suggested by certain financial analyses. The decision as to whether to proceed with the Transaction or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which Duff & Phelps’ opinion was based.

In connection with its opinion, Duff & Phelps made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Duff & Phelps also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation, in general, and with respect to similar transactions, in particular. Duff & Phelps’ procedures, investigations and financial analyses with respect to the preparation of its opinion included, but were not limited to, the items summarized below:

Reviewed the following documents:
º The Company’s annual reports and audited financial statements on Form 10-K filed with the SEC for the years ended September 30, 2011, September 30, 2012 and December 31, 2013 and the Company’s unaudited interim financial statements for September 30, 2014 included in the Company’s Form 10-Q filed with the SEC;
º Unaudited financial information for the Company for the one month ended February 28, 2015, which the Company’s management identified as being the most current financial statements available;
º Other internal documents relating to the history, current operations, and probable future outlook of the Company, including the management projections, provided to Duff & Phelps by Company management;

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º A letter dated March 19, 2015 from Company management which made certain representations as to historical financial statements, the management projections and the underlying assumptions, and a schedule listing no identified contingent liabilities for the Company; and
º Documents related to the Transaction, including a draft, dated March 13, 2015, of the Merger Agreement (referred to in this section together with the Funding Agreement, as the Transaction Documents) to be entered into by and among Parent, Merger Sub, and the Company;
Discussed the information referred to above and the background and other elements of the Transaction with Company management;
Reviewed the historical trading price and trading volume of the Company’s common stock and the publicly traded securities of certain other companies that Duff & Phelps deemed relevant;
Performed certain valuation and comparative analyses using generally accepted valuation and analytical techniques including a discounted cash flow analysis, an analysis of selected public companies that Duff & Phelps deemed relevant, and an analysis of selected transactions that Duff & Phelps deemed relevant; and
Conducted such other analyses and considered such other factors as Duff & Phelps deemed appropriate.

In performing its analyses and rendering its opinion with respect to the Transaction, Duff & Phelps, with the Special Committee’s consent:

Relied upon the accuracy, completeness, and fair presentation of all information, data, advice, opinions and representations obtained from public sources or provided to it from private sources, including Company management, and did not independently verify such information;
Relied upon the fact that the Special Committee and the Company were advised by counsel as to all legal matters with respect to the Transaction, including whether all procedures required by law to be taken in connection with the Transaction were duly, validly and timely taken;
Relied upon the fact that the Special Committee was advised by counsel as to all legal matters and assumed, with the Special Committee’s consent, that all such advice was correct;
Assumed that any estimates, evaluations, forecasts and projections furnished to Duff & Phelps were reasonably prepared and based upon the best currently available information and good faith judgment of the person furnishing the same, and Duff & Phelps expressed no opinion with respect to such projections or the underlying assumptions;
Assumed that information supplied and representations made by Company management were substantially accurate regarding the Company and the Transaction;
Assumed that the representations and warranties made in the Transaction Documents were substantially accurate;
Assumed that the final versions of all documents reviewed by Duff & Phelps in draft form conformed in all material respects to the drafts reviewed;
Assumed that there was no material change in the assets, liabilities, financial condition, results of operations, business, or prospects of the Company since the date of the most recent financial statements and other information made available to Duff & Phelps, and that there was no information or facts that would have made the information reviewed by Duff & Phelps incomplete or misleading;
Assumed that all of the conditions required to implement the Transaction would be satisfied and that the Transaction would be completed in accordance with the Transaction Documents without any amendments thereto or any waivers of any terms or conditions thereof; and
Assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction would be obtained without any adverse effect on the Company.

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To the extent that any of the foregoing assumptions or any facts on which Duff & Phelps’ opinion was based prove to be untrue in any material respect, Duff & Phelps’ opinion cannot and should not be relied upon. Furthermore, in Duff & Phelps’ analysis and in connection with the preparation of its opinion, Duff & Phelps made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Transaction.

Although developments following the date of Duff & Phelps’ opinion may affect the opinion, Duff & Phelps assumed no obligation to update, revise or reaffirm its opinion. Duff & Phelps’ opinion was necessarily based upon market, economic, financial and other conditions as they existed and could be evaluated on the date of its opinion. You should understand that developments subsequent to March 19, 2015 may affect the conclusion expressed in Duff & Phelps’ opinion, and that Duff & Phelps disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion which may come or be brought to the attention of Duff & Phelps after the date of its opinion.

Duff & Phelps did not evaluate the Company’s solvency or conduct an independent appraisal or physical inspection of any specific assets or liabilities (contingent or otherwise). Duff & Phelps was not requested to, and did not, (i) (prior to the “go-shop” period, which commenced after delivery of the opinion) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the Transaction, the assets, businesses or operations of the Company, or any alternatives to the Transaction, (ii) negotiate the terms of the Transaction, and therefore, Duff & Phelps assumed that such terms were the most beneficial terms, from the Company’s perspective, that could, under the circumstances, be negotiated among the parties to the Transaction Documents or the Transaction, or (iii) (prior to the “go-shop” period, which commenced after delivery of the opinion) advise the Special Committee or any other party with respect to alternatives to the Transaction.

Duff & Phelps did not express any opinion as to the market price or value of the Company’s common stock (or anything else) after the announcement or the consummation of the Transaction. Duff & Phelps’ opinion should not be construed as a valuation opinion, credit rating, solvency opinion, an analysis of the Company’s credit worthiness, as tax advice, or as accounting advice. Duff & Phelps did not make, and assumed no responsibility to make, any representation, or render any opinion, as to any legal matter. The issuance of Duff & Phelps’ opinion was approved by an authorized fairness opinion committee of Duff & Phelps.

In rendering its opinion, Duff & Phelps did not express any opinion with respect to the amount or nature of any compensation to any of the Company’s officers, directors, or employees, or any class of such persons, relative to the Aggregate Consideration to be received by the holders of Common Stock in the Transaction, or with respect to the fairness of any such compensation.

Summary of Financial Analyses by Duff & Phelps

Set forth below is a summary of the material analyses performed by Duff & Phelps in connection with providing its opinion to the Special Committee. For additional information, please refer to the full text of Duff & Phelps’ written opinion, attached hereto as Annex D. While this summary describes the analyses and factors that Duff & Phelps deemed material in its presentation to the Special Committee, it is not a comprehensive description of all analyses and factors considered by Duff & Phelps. The preparation of a fairness opinion is a complex process that involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances. Therefore, neither the opinion nor Duff & Phelps’ underlying analysis is readily susceptible to partial analysis or summary description. In arriving at its opinion, Duff & Phelps did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Duff & Phelps believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it in rendering its opinion, without considering all analyses and factors, could create a misleading or incomplete view of the evaluation process underlying its opinion. The conclusion reached by Duff & Phelps was based on all analyses and factors taken as a whole, and also on the application of Duff & Phelps’ own experience and judgment.

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The financial analyses summarized below include information presented in tabular format. In order for Duff & Phelps’ financial analyses to be fully understood, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Duff & Phelps’ financial analyses.

Discounted Cash Flow Analysis

Duff & Phelps performed a discounted cash flow analysis of the projected unlevered free cash flows of the Company for the fiscal years ending December 31, 2015 through December 31, 2019 based on the revenues generated by the Company’s towers and subtracting expenses for the ground leases, property taxes, maintenance, utilities, monitoring and property insurance, which we refer to as TCF, in the management projections. Duff & Phelps defined “free cash flow” as the cash generated by the Company’s business that is available either to reinvest or to distribute to security holders. The discounted cash flow analysis was used to determine the net present value of projected unlevered free cash flows utilizing an appropriate cost of capital for discount rates ranging from 10.5% to 11.5%, which reflects the relative risk associated with these cash flows as well as the rates of return that security holders could expect to realize on alternative investment opportunities with similar risk profiles to the Transaction. Duff & Phelps calculated the projected unlevered free cash flows by taking the TCF, and then, at the direction of the Special Committee, assuming with the Special Committee’s consent, that taxes would be zero, subtracting capital expenditures and changes in working capital. Duff & Phelps calculated the terminal value in 2019 using a perpetuity growth formula assuming a 5.0% terminal growth rate. Based on these assumptions, Duff & Phelps’ discounted cash flow analysis implied a range of enterprise values for the Company of $107 million to $129 million.

Selected Public Companies Analysis

Duff & Phelps compared certain financial information of the Company to corresponding data and ratios from publicly traded companies in the wireless and broadcast communication tower industry that Duff & Phelps deemed relevant to its analysis. The three companies included in its selected public company analysis were:

American Tower Corporation
SBA Communications Corp.
Crown Castle International Corp.

Although none of these selected public companies is directly comparable to the Company, Duff & Phelps selected these companies for its analysis based on their relative similarity, primarily in terms of business model and primary customers, to those of the Company. For purposes of its analysis, Duff & Phelps used certain publicly available historical financial data and consensus equity analyst estimates for the selected public companies. This analysis produced valuation multiples of selected financial metrics which Duff & Phelps utilized to estimate the enterprise value of the Company.

The tables below summarize certain observed trading multiples and historical and projected financial performance, on an aggregate basis, of the selected public companies as of March 13, 2015. TCF and earnings before interest, taxes, depreciation and amortization, which we refer to as EBITDA, results for 2014 and estimates for 2015 in the tables below for the selected public companies were derived based on information for the twelve-month periods ending closest to the Company’s 2014 and 2015 fiscal years for which information was available.

           
  Revenue Growth   TCF Growth   TCF Margin
Company Name   2014   2015E   2014   2015E   2014   2015E
American Tower Corporation     22.0 %      7.8 %      20.2 %      NA       73.3 %      NA  
SBA Communications Corp.     17.0       9.0       25.0       10.3       68.0       68.8  
Crown Castle International Corp.     22.1       2.1       18.4       NA       63.4       NA  
Mean     20.4 %      6.3 %      21.2 %      10.3 %      68.2 %      68.8 % 
Median     22.0 %      7.8 %      20.2 %      10.3 %      68.0 %      68.8 % 

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  ENTERPRISE VALUE AS A MULTIPLE OF
Company Name   2014
EBITDA
  2015E
EBITDA
  2014
TCF
  2015E
TCF
American Tower Corporation     21.3x       18.8x       18.1x       NA  
SBA Communications Corp.     23.4x       21.0 x       22.4x       20.3x  
Crown Castle International Corp.     19.5x       18.6x       17.1x       NA  
Mean     21.4x       19.5x       19.2x       20.3x  
Median     21.3x       18.8x       18.1x       20.3x  

Duff & Phelps used the information above, in conjunction with data from its selected M&A transactions analysis described below, to reach the implied valuations described below.

None of the selected public companies were identical to the Company. As a result, a complete valuation analysis cannot be limited to a quantitative review of the selected public companies, but also requires complex considerations and judgments concerning differences in financial and operating characteristics of such companies, as well as other factors that could affect their value relative to that of the Company.

Selected M&A Transactions Analysis

Duff & Phelps compared the Company to the target companies involved in the ten selected merger and acquisition transactions listed in the below table. The selection of these transactions was based, among other things, on the target company’s industry and the availability of public information related to the selected transaction. The selected transactions indicated (i) enterprise value to last twelve months’ revenue multiples ranging from 5.44x to 12.65x, with a median of 9.63x and a mean of 9.34x, (ii) only one enterprise value to latest twelve month, which we refer to as LTM, EBITDA multiple, which was 30.2x, and (iii) enterprise value to TCF multiples ranging from 14.6x to 21.5x, with a median of 15.9x and a mean of 17.6x.

   
Date Announced   Acquirer Name   Target Name
2/18/2015   Grain Capital   Ntelos Holdings Corp.
2/5/2015   American Tower Corporation   Verizon Communications’ towers business
12/4/2014   Vertical Bridge Holdings, LLC   U.S. Cellular
11/21/2014   American Tower do Brasil   TIM Cellular S.A.
12/4/2013   SBA Communications Corp.   BRT Servicos de Internet
8/8/2013   American Tower Corporation   NII Holdings Inc.
5/3/2013   CiG Wireless   Liberty Towers
6/25/2012   SBA Communications Corp.   TowerCo II Holdings
3/30/2012   American Tower Corporation   Vivo S.A.
2/18/2012   SBA Communications Corp.   Mobilitie, LLC

Summary of Selected Public Companies/M&A Transactions Analyses

In order to estimate a range of enterprise values for the Company, Duff & Phelps applied valuation multiples to (i) the Company’s latest month annualized TCF as of February 28, 2015, of 22.0x to 25.0x; and (ii) the Company’s projected TCF for the fiscal year ending December 31, 2015, of 20.0x to 23.0x.

Valuation multiples were selected, in part, by taking into consideration historical and projected financial performance metrics of the Company relative to such metrics of the selected public companies and selected transactions. Based on these selected valuation multiples, the implied enterprise value indicated for the Company, ranged from $114 million to $130 million.

Summary of Analyses with respect to the Company

The range of estimated enterprise values for the Company that Duff & Phelps derived from its discounted cash flow analysis was $107 million to $129 million, and the range of estimated enterprise values that Duff & Phelps derived from its selected public companies/M&A transactions analyses was $114 million to $130 million. These analyses implied that the Company’s enterprise value was within a range of $111 million to $130 million. Duff & Phelps noted that the range of enterprise values for the Company implied by this analysis was below the enterprise value of the Company of $143 million implied by the Transaction. The

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Special Committee directed Duff & Phelps to assume that the Company’s Series A-1 Preferred Stock had a liquidation preference of approximately $62 million and that the Company’s Series A-2 Preferred Stock was entitled to a liquidation preference of approximately $83 million, both of which are contractually entitled to be paid before the Common Stock would be entitled to any consideration in the event of a liquidation event, and Duff & Phelps noted that such amounts, together, are in excess of the Merger Consideration.

Common Stock Valuation Approach

Duff & Phelps valued the Common Stock using a contingent claims analysis, which considers the Common Stock to be as a call option on the assets of the Company by using the Black-Scholes option pricing model. In the event the Transaction is not consummated, Duff & Phelps (i) considered a time frame of two to four years for a possible liquidity event, (ii) subtracted the present value of expected SG&A expenses from the Company’s implied enterprise value to show asset value for purposes of this analysis, and (iii) utilized a volatility assumption of 15% to 25%, based on the asset volatility of the selected publicly traded companies. Duff & Phelps took into account that the Company had approximately $55 million of debt as of the date of its opinion, and including future interest for two years increased the accreted value of such debt to approximately $64.5 million. The Special Committee directed Duff & Phelps to assume that in two years the Company’s Series A-1 Preferred Stock would have a liquidation preference of approximately $62 million and that the Company’s Series A-2 Preferred Stock would be entitled to a liquidation preference of approximately $141 million, and that the Company’s Series B Preferred Stock would have a liquidation preference of approximately $6 million, all of which are contractually entitled to be paid before the Common Stock is entitled to any consideration in the event of a liquidation event.

Based on these assumptions, Duff & Phelps’ contingent claims analysis implied a range of per share values for the Common Stock of $0.00 to $0.01. Duff & Phelps noted that the Aggregate Consideration to be received by the holders of Common Stock pursuant to the Funding Agreement on a per share basis was within the range of the per share value indicated by its analyses.

Miscellaneous

The Special Committee selected Duff & Phelps because Duff & Phelps is a leading independent financial advisory firm, offering a broad range of valuation and investment banking services, including fairness and solvency opinions, mergers and acquisitions advisory, mergers and acquisitions due diligence services, financial reporting and tax valuation, fixed asset and real estate consulting, employee stock ownership plan (ESOP) and Employee Retirement Income Security Act (ERISA) advisory services, legal business solutions and dispute consulting. Since 2005, Duff & Phelps has rendered over 495 fairness opinions in transactions aggregating over $150 billion and is regularly engaged in the valuation of businesses and securities in the preparation of fairness opinions in connection with mergers, acquisitions and other strategic transactions. Duff & Phelps’ opinion and financial analyses were only one of the many factors considered by the Special Committee in its evaluation of the Transaction and should not be viewed as determinative of the views of the Special Committee.

Fees and Expenses

The aggregate amount of the fees that the Company agreed to pay Duff & Phelps for its services in connection with the rendering of its opinion to the Special Committee are $250,000 due and payable as follows: $125,000 in cash upon execution of the engagement letter for Duff & Phelps to serve as financial advisor to the Special Committee in its review of the Transaction; and the remaining $125,000 in cash upon the delivery of Duff & Phelps’ opinion. No portion of this fee was contingent upon either the conclusion expressed in the opinion or whether the Transaction is consummated. Because the Special Committee also requested that Duff & Phelps conduct a post-signing market check (referred to herein as the “go-shop”), the Company agreed to pay Duff & Phelps an additional fee equal to the greater of $75,000 or 5% of any consideration payable in any transaction that may result from the “go-shop” in excess of the Merger Consideration. Any such fee in excess of $75,000 is contingent upon consummation of such transaction. In the event that the “go-shop” results in a transaction in which the consideration changes from the Merger Consideration and the Special Committee requests that Duff & Phelps render to it another opinion, the Company shall pay Duff & Phelps an additional fee of $25,000 (if the consideration is all cash) or $75,000

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(if the consideration includes things other than cash, like securities of the buyer). Furthermore, Duff & Phelps is entitled to be paid additional fees at Duff & Phelps’ standard hourly rates for any time incurred should Duff & Phelps be called upon to support its findings subsequent to the delivery of its opinion. The Company has also agreed to reimburse Duff & Phelps for its out-of-pocket expenses and reasonable fees and expenses of counsel, consultants and advisors retained by Duff & Phelps in connection with the engagement. The Company has also agreed to indemnify Duff & Phelps for certain liabilities arising out of its engagement.

The terms of the fee arrangements with Duff & Phelps, which the Company believes are customary in transactions of this nature, were negotiated by the Special Committee at arm’s length, and the Special Committee and the Board are aware of these fee arrangements.

Other than this engagement and portfolio valuation services to affiliates of the Fir Tree Investors, during the two years preceding the date of its opinion, Duff & Phelps has not had any material relationship with any party to the Transaction for which compensation has been received or is intended to be received, nor is any such material relationship or related compensation mutually understood to be contemplated.

Summary of the Company’s Projections

The Company does not as a matter of course make public projections of long-term financial performance due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates. However, in connection with the evaluation of the possible transaction with Parent, the Company provided Duff & Phelps, Parent (with respect to the 2015, 2016 and 2017 fiscal years), the Special Committee and the Board certain non-public, unaudited, stand-alone financial projections that were prepared by Company management representing its best estimate of the Company’s future performance. The projections prepared by Company management represent forecasted financial information and material portions of such projections are included below. The inclusion of this information should not be regarded as an indication that any of the Company, Parent, the Special Committee, Duff & Phelps or any of their respective representatives or any other recipient of this information considered, or now considers, the management projections to be predictive of future results.

The management projections, and the underlying assumptions upon which the projections are based, are subjective in many respects. Consequently, the forecasted results may not be realized and the actual results may differ significantly from the forecasted results. The management projections do not take into account any events or circumstances occurring after the date they were prepared. Since the management projections cover multiple years, such information by its nature becomes less reliable with each successive year. Our stockholders are urged to review our SEC filings for a description of risk factors with respect to our business. See “Cautionary Statement Concerning Forward-Looking Information” beginning on page 12 of this information statement and “Where You Can Find More Information” beginning on page 72 of this information statement. The management projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with U.S. generally accepted accounting principles (“GAAP”), the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In addition, the management projections require significant estimates and assumptions that make them inherently less comparable to the similarly titled GAAP measures in the Company’s historical GAAP financial statements.

Neither the Company’s independent accounting firm nor any other independent accountants have compiled, examined or performed any procedures with respect to the management projections contained in this information statement, nor have they expressed any opinion or any other form of assurance on the information or its achievability. Readers of this information statement are cautioned not to place undue reliance on the specific portions of the management projections below. No one has made or makes any representation to any stockholder of the Company regarding the information included in the management projections.

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The following tables summarize the material projections that were reviewed by the Board, the Special Committee and Duff & Phelps. Figures presented below may not be exactly reconcilable due to rounding.

Summary of Certain Projections

($ in thousands)

         
  Management’s Projections
     2015P   2016P   2017P   2018P   2019P
Total Revenue   $ 7,923     $ 9,179     $ 10,325     $ 11,357     $ 12,411  
Growth (Year over Year)     25.2 %      15.9 %      12.5 %      10.0 %      9.3 % 
Ground rent (or equivalent) expenses   $ (1,739 )    $ (1,800 )    $ (1,864 )    $ (1,937 )    $ (2,030 ) 
Other TCF expenses   $ (530 )    $ (574 )    $ (611 )    $ (643 )    $ (674 ) 
Tower Cash Flow   $ 5,655     $ 6,805     $ 7,850     $ 8,777     $ 9,706  
Tower Cash Flow Margin     71.4 %      74.1 %      76.0 %      77.3 %      78.2 % 
Capital Expenditures   $ 6,800     $ 5,550     $ 3,700     $ 2,300     $ 1,800  
as % of Total Revenue     85.8 %      60.5 %      35.8 %      20.3 %      14.5 % 
Average Tenants per Tower     1.39       1.50       1.61       1.70       1.78  

Tower Cash Flow and Average Tenants per Tower, as presented above, are non-GAAP financial measures. Management prepared and provided this information to the parties set forth above because it believed it could be useful in evaluating, on a prospective basis, the Company’s potential operating performance and cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP. Different companies may have different ways of calculating Tower Cash Flow and/or Average Tenants per Tower, and the Company’s methodology and presentation may be different from those presented by other companies.

Tower Cash Flow is determined by taking the total revenue produced in connection with our tower assets and deducting certain non-reimbursed expenses, such as ground rent, maintenance, insurance, taxes, utilities, and monitoring expenses. Average Tenants per Tower is determined by taking the total number of towers owned by the Company divided by the total number of the Company’s tenants.

In preparing the above projections, Company management assumed that, given the Company’s current capital structure and potential challenges in raising additional equity financing, the Company’s business would be primarily supported by its revenues and its ability to draw on its credit facility with Macquarie Bank Limited, or in the alternative, its ability to raise funds through the issuance of additional indebtedness. Management further assumed that this potential funding constraint would govern the Company’s tower additions for the foreseeable future.

None of the Company or any of its affiliates, advisors, officers, employees, directors or their respective representatives undertake any obligation to update or otherwise revise or reconcile these management projections to reflect circumstances existing after the date the management projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the management projections are shown to be in error. Except as may be required by applicable securities laws, the Company does not intend to make publicly available any update or other revision to these management projections, even in the event that any or all of the assumptions are shown to be in error. None of the Company and its affiliates, or their respective advisors, officers, employees, directors or representatives has made or makes any representation to any stockholder of the Company or other person regarding the Company’s ultimate performance compared to the information contained in these management projections or that projected results will be achieved. The Company has made no representation to Parent or any of its affiliates, whether in the Merger Agreement or otherwise, concerning these management projections.

Financing for the Merger

The payment of the Merger Consideration will be funded by certain debt financing facilities of Parent’s immediate parent company, Holdco. Under the Indemnification Agreement, Holdco agrees to be liable for certain payment obligations of Parent under the Merger Agreement, including among others, payment of the Merger Consideration. The closing of the Merger is not subject to any financing condition.

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Cancellation of Shares

If you are a holder of shares of Common Stock or Series B Preferred Stock, you will receive no consideration as a result of the Merger, and your shares will be automatically canceled as of the effective time of the Merger. However, you may be entitled to a portion of the funds deposited in the escrow account pursuant to the Funding Agreement. See “The Funding Agreement” beginning on page 63.

Interests of Our Directors and Officers in the Merger

You should be aware that the Company’s directors and officers have interests in the Merger that may be different from, or in addition to, the interests of the stockholders of the Company generally and that may present actual or potential conflicts of interest. The Special Committee and the Board each was aware of these interests and considered them, among other matters, in approving the Merger Agreement and in making their respective recommendations. These interests are described below.

Treatment of Equity-Based Awards

As of the effective time of the Merger, each share of Restricted Stock granted under any benefit plan of the Company including, without limitation, the Company’s 2014 Equity Incentive Plan and the special management incentive program established thereunder, whether or not then vested, will be canceled and extinguished and no consideration will be paid in exchange for such shares of Restricted Stock.

The following table shows the aggregate number of shares of Restricted Stock held by Paul McGinn, the Company’s Chief Executive Officer, President and Chairman, Romain Gay-Crosier, the Company’s Chief Financial Officer and Treasurer, and Michael Hofe, the Company’s Chief Operating Officer (we refer to Messrs. McGinn, Gay-Crosier and Hofe collectively as the “Officers”) and each other person who served as a director or officer of the Company at any time since the beginning of the Company’s last fiscal year, that will be canceled and extinguished as of the effective time of the Merger. No equity awards, other than shares of Restricted Stock, have been granted to the Officers or any other person who served as a director or officer of the Company at any time since the beginning of the Company’s last fiscal year.

       
Name   Number of
Vested
Restricted
Shares
(#)
  Number of
Unvested
Restricted
Shares
(#)
  Total
Number of
Restricted
Shares
(#)
  Aggregate
Value of
Restricted
Shares
($)
Officers
                                   
Paul McGinn     0       6,367,890       6,367,890       0.00  
Romain Gay-Crosier     0       638,109       638,109       0.00  
Michael Hofe     0       638,109       638,109       0.00  
Directors
                                   
Gabriel Margent     0       189,537       189,537       0.00  
Grant Barber     0       189,537       189,537       0.00  
Scott Troeller     0       0       0       0.00  
Jarret Cohen     0       0       0       0.00  

The awards to Messrs. McGinn, Gay-Crosier and Hofe pursuant to the Bonus Plan described below are in lieu of, and replace, their respective awards of Restricted Stock described above. Each of their respective awards of Restricted Stock will be canceled and void effective upon payment of their Initial Payments (as defined below on page 37) under the Bonus Plan. The shares of Restricted Stock held by Messrs. Barber and Margent will be canceled in the Merger for no consideration.

Relationships with the Fir Tree Investors/the Approving Stockholders

Messrs. Troeller and Cohen are members of our Board and executives of Fir Tree Inc. Fir Tree Inc. is the investment manager to the Fir Tree Investors and has the power to exercise all voting rights with respect to their shares of Series A-2 Preferred Stock. The Fir Tree Investors own all of the issued and outstanding shares of our Series A-1 Preferred Stock and Series A-2 Preferred Stock. In addition, as a result of the appointment by the holders of our Restricted Stock of Fir Tree Inc. as their proxy and attorney-in-fact under the award

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agreements between the Company and such holders, Fir Tree Inc. has the sole power to vote 8,014,876 shares of our Restricted Stock, while the restrictions on such shares remain in effect, with respect to all matters to which the holders of Restricted Stock are entitled to vote.

In addition, upon the closing of the Merger, the indebtedness of the Company to the Fir Tree Investors evidenced by the Fir Tree Notes, including the accrued but unpaid interest thereon, will be repaid out of the Merger Consideration. As of April 2, 2015, the aggregate outstanding balance of the Fir Tree Notes is $7,268,552.08.

Payments under the Company’s 2015 Incentive Bonus Plan

The Company has granted each of the Officers awards under the Company’s 2015 Incentive Bonus Plan (the “Bonus Plan”) providing each such Officer the right to receive a cash bonus upon the consummation of a “realization event” (as defined in the Bonus Plan), in amounts equal to his applicable percentage of the “total net proceeds” (as defined in the Bonus Plan) from the realization event. Mr. McGinn’s applicable percentage of the bonus pool will be between 0.0% and 68.6%, and each of Messrs. Gay-Crosier’s and Hofe’s applicable percentages of the bonus pool will be between 13.1% and 31.8%, with the exact percentage in each case determined based on the amount of total net proceeds, and subject to pro rata increase in the event an award (other than an award granted to Mr. McGinn) is forfeited by another Officer prior to the occurrence of a realization event.

Subject to each Officer’s execution and non-revocation of a valid release of claims, and compliance with the covenants and the service conditions set forth below, each Officer will be paid 75% of his bonus at the closing of the Merger (the “Initial Payment”), and each will be paid the remaining 25% of his bonus on the second anniversary of the closing of the Merger (the “Holdback Amount”). Each share of Restricted Stock held by an Officer will be canceled and void effective upon payment of the Officer’s Initial Payment.

Each Officer’s Holdback Amount is subject to reduction for any payments made by the Fir Tree Investors in connection with indemnification claims and/or stockholder appraisal rights claims relating to the realization event (which we refer to together as “Indemnity Claims”), in an amount equal to, for Mr. McGinn, 8% of the total amount of such Indemnity Claims, and, for each of Messrs. Gay-Crosier and Hofe, 1% of the total amount of such Indemnity Claims (each, a “Holdback Charge”). In the event Mr. McGinn’s Holdback Charge exceeds his Holdback Amount, upon written notice from the Company, he is required to promptly pay to the Company the amount by which his Holdback Charge exceeds his Holdback Amount, up to a maximum of 25% of his bonus under the Bonus Plan (we refer to this as Mr. McGinn’s “Indemnity Payment”).

To be paid a bonus under the Bonus Plan, each Officer must execute a general release of claims. In addition, each Officer is subject to (i) a prohibition on the solicitation of the Company’s employees while employed and for one year following termination of employment, (ii) indefinite requirements to protect the Company’s confidential information and (iii) a requirement to cooperate in any transaction involving the sale or other disposition of all or substantially all of the equity interests or assets of the Company or its affiliates, or any other transaction that could result in a realization event under the Bonus Plan.

Upon a violation of any of these covenants, or the termination of an Officer’s employment by the Company or its affiliates for cause or a voluntary termination of an Officer’s employment by the Officer without good reason (or with good reason, but at the time of such termination of employment circumstances constituting cause (whether or not then known) exist), then such Officer’s award agreement (including without limitation any plan bonus or Holdback Amount payable thereunder) will be automatically and immediately canceled without compensation or further liability to such Officer (except that Paul McGinn’s Indemnity Payment will survive any such cancellation).

The Bonus Plan contains a parachute payment cutback provision, such that if any payments made or benefits provided to an Officer by the Company, whether or not pursuant to the Bonus Plan, or by any other person or entity, may be subject to an excise tax imposed by Section 4999 of the Code, or may not be deductible by the Company (or an affiliate) as a result of Section 280G of the Code, then such payments or benefits will be reduced to the greatest amount of payments or benefits that could be made without giving rise to the excise tax or causing any portion of the payments to be non-deductible under Section 280G of the Code (the “Section 280G Cutback”).

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Employment Agreements

Severance

The Company previously entered into an employment agreement with each Officer. Under the employment agreements, in the event of a termination of employment without “Cause”:

Paul McGinn is entitled to payment of $450,000 over twelve months following his date of termination of employment, in accordance with the Company’s regular payroll procedures, plus reimbursement of any and all reasonable and pre-approved expenses incurred by Mr. McGinn as of the date of notice of his termination of employment; and
Michael Hofe and Romain Gay-Crosier are each entitled to payment of (i) any accrued but unpaid base salary and accrued but unused vacation time, payable in accordance with the Company’s customary payroll procedures, (ii) reimbursement for properly incurred unreimbursed business expenses, (iii) such employee benefits (including equity compensation), if any, as to which they may be entitled under the Company’s employee benefit plans as of the date of his termination of employment, and (iv) severance payments equivalent to his base salary, payable in accordance with the Company’s regular payroll procedures, for six months following the date of his termination of employment, subject to execution of a release of claims (and, in the case of Mr. Gay-Crosier, subject to credit for any and all ordinary course compensatory amounts paid by the Company to Mr. Gay-Crosier from the date of notice of his termination of employment through the effective date of his termination of employment).

“Cause” means, in general, for each of Messrs. Hofe and Gay-Crosier, (i) any breach of material obligations under his respective employment agreement, (ii) continued failure to substantially perform his material duties or comply with the reasonable directions of the Chief Executive Officer of the Company, (iii) any material violation of Company policy, rule, or regulation, or law applicable to the Company or any of its affiliates, (iv) fraud, misappropriation, embezzlement, or similar acts of dishonesty, (v) violations of the Company’s drug use policy or the use of alcohol or drugs (legal or illegal) in a way which impairs his ability to perform his duties under his respective employment agreement, (vi) gross negligence in the performance of his duties, or any breach of any fiduciary duty, (vii) conviction of, or plea of guilty or nolo contendere to, any crime which constitutes a felony or crime of moral turpitude or is punishable by imprisonment of 30 days or more, or (viii) any other misconduct by that is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company or any of its affiliates.

“Cause” means, in general, for Mr. McGinn, (i) gross negligence in connection with Mr. McGinn’s duties, (ii) willful misconduct material to the business of the Company, (iii) the commencement of any bankruptcy proceedings by Mr. McGinn (whether voluntary or involuntary), (iv) dereliction of duties, (v) breach of corporate or securities laws or rules, but only if admitted by Mr. McGinn in writing or as determined by a court of competent jurisdiction, or (vi) the conviction of Mr. McGinn of fraud, dishonesty or other criminal offense with the penalty of imprisonment.

Retention Bonuses

Concurrently with the execution of the Merger Agreement, the Company entered into an amendment to Mr. McGinn’s employment agreement providing for the payment of a retention bonus of $900,000 on the date that is 12 months after the closing of the Merger, and payment of an additional retention bonus of $300,000 on the date that is 18 months after the closing of the Merger (together, the “Retention Bonuses”).

The Retention Bonuses become payable either upon Mr. McGinn’s continued employment with the Company through the applicable payment date, or upon the termination of his employment by the Company without Cause or by Mr. McGinn for good reason prior to such date. In the event of any non-payment by the Company of any portion of the Retention Bonuses when due, the Company will reimburse Mr. McGinn for his legal costs, including attorney’s fees, incurred in seeking the payment of such amounts.

For purposes of the amendment to Mr. McGinn’s employment agreement, “good reason” means, in general, (i) a material diminution in Mr. McGinn’s base salary or (ii) a failure by the Company to pay Mr. McGinn any amount due to him under his employment agreement within 30 days of the date such amount

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is due, that is not cured by the Company within 30 days’ written notice (which notice shall be given by Mr. McGinn within 90 days after the occurrence of the good reason event). The definition of cause in Mr. McGinn’s employment agreement was not modified by the amendment, and remains as described above in “Employment Agreements — Severance” beginning on page 38.

The amendment to Mr. McGinn’s employment agreement will be subject to, and effective upon, consummation of the transactions contemplated by the Merger Agreement. In the event the Merger Agreement is terminated in accordance with its terms, or the Merger does not close on or prior to December 31, 2015, the amendment to his employment agreement will automatically terminate and be void.

Quantification of Potential Payments to our Named Executive Officers in Connection with the Merger

Golden Parachute Compensation

In accordance with Item 402(t) of Regulation S-K, the table below entitled “Golden Parachute Compensation” sets forth the estimated amounts of compensation that are based on or otherwise relate to the Merger that may become payable to each named executive officer of the Company. Please see the previous portions of this section of the information statement for further information regarding this compensation.

The amounts indicated below are estimates of the amounts that would be payable assuming, solely for purposes of this table, the Merger is consummated on April 16, 2015, and the employment of each of the named executive officers is terminated by the Company without cause immediately following consummation of the Merger. In addition to the assumptions regarding the consummation date of the Merger and termination of the employment of the named executive officer, these estimates are based on certain other assumptions that are described in the footnotes accompanying the table below. Accordingly, the ultimate values to be received by a named executive officer in connection with the Merger may materially differ from the amounts set forth below.

     
Name
(a)
  Cash
($)
(b)
  Other
($)
(c)
  Total
($)
(d)
Paul McGinn,
Chairman of the Board, President and Chief Executive Officer
    450,000       2,151,808       2,601,808  
Romain Gay-Crosier,
Chief Financial Officer and Treasurer
    117,000       293,976       410,976  

(b) The amounts in this column represent the aggregate dollar amount of cash severance to which each named executive officer would be entitled to receive pursuant to his respective employment agreement upon a qualifying termination of employment following the consummation of the Merger, payable in installments in accordance with the Company’s regular payroll practices. These cash severance amounts are not required to be quantified in the table above by Item 402(t) of Regulation S-K because such payments are triggered solely by a termination of employment, regardless of the occurrence of a change in control, and therefore they are not based on and do not relate to the Merger. However, we have quantified such severance payments in the above table for purposes of completeness. The table below assumes that at the effective time of the Merger no base salary earned by the applicable named executive officer is unpaid and no other otherwise vested amounts are due and payable to the applicable named executive officer. For more detail, see “Employment Agreements” above.
(c) The amounts in this column represent the estimated aggregate dollar amount payable to the named executive officers pursuant to the Bonus Plan, plus the aggregate Retention Bonuses to which Mr. McGinn would be entitled to receive pursuant to the amendment to his employment agreement. The table assumes that (i) the total net proceeds under the Bonus Plan are $29,397,597, (ii) each named executive officer’s percentage of the bonus pool is not increased by any forfeiture under the Bonus Plan, and (iii) payments to the named executive officers under the Bonus Plan are not reduced by any Holdback Charge. Payments under the Bonus Plan are single-trigger (i.e., payments are triggered by a change in control, and are not conditioned upon a termination of employment by the Company without cause or by the named executive officer for good reason following the Merger). The table further assumes Mr. McGinn is not reimbursed for any legal costs incurred in seeking the payment of any such amount to which he is entitled. Payment of the Retention Bonuses is single-trigger.

For more detail, see “Payments under the Company’s 2015 Bonus Plan,” “Treatment of Equity-Based Awards” and “Retention Bonuses” above.

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(d) The amounts in this column represent the aggregate dollar value of the sum of all amounts reported in columns (b) and (c). Because the Bonus Plan includes the Section 280G Cutback, payments and benefits to a named executive officer may be less than those shown above if any payments or benefits provided to the named executive officer in connection with the Merger are subject to an excise tax imposed by Section 4999 of the Code, or are not deductible by the Company (or an affiliate) as a result of Section 280G of the Code, and the total amount of such payments and benefits are reduced to the extent necessary to render the remaining payments and benefits not subject to an excise tax under Section 4999 and deductible under Section 280G of the Code.

Indemnification of Executive Officers and Directors

The Merger Agreement provides that, upon the closing of the Merger, Parent will cause the Company, as the surviving corporation, and its subsidiaries to not amend, repeal or otherwise modify the articles of incorporation or bylaws of the Company or any of its subsidiaries for a period of six years in any manner that would cause the indemnification of, and advancement of expenses to, the Company’s former or current directors and officers to be less favorable than those currently contained in the Company’s articles of incorporation and bylaws.

Upon the closing of the Merger, Parent will cause the Company, as the surviving corporation, to provide advancement of expenses to any former or current director or officer within 20 days after Parent or the Company, as the surviving corporation, receives a request for such advancement and an undertaking by the recipient to repay such amount if a court of competent jurisdiction ultimately determines that such person was not entitled to be indemnified under the Company’s articles of incorporation or bylaws, or under applicable law.

In addition, upon completion of the Merger, Parent will cause the Company, as the surviving corporation, to assume and comply with the indemnification agreements currently in place with the Company’s directors and officers, and the Company, as the surviving corporation, may not terminate, modify or amend such indemnification agreements in any way that is less favorable or adverse to any counterparty.

Under the Merger Agreement, Holdco is required to fund, or cause Parent and the Company (as the surviving corporation) to fund, all of the obligations of the Company (as the surviving corporation) to indemnify the Company’s officers and directors for claims made prior to the second anniversary of the closing of the Merger.

Directors’ and Officers’ Insurance

Prior to the effective time of the Merger, the Company is required to purchase a prepaid directors’ and officers’ liability “tail” insurance policy with a policy period of no less than six years from the effective time of the Merger. The tail insurance policy must provide full prior acts coverage for alleged wrongful acts or omissions occurring at or prior to the effective time of the Merger and must provide coverage that is at least as favorable in the aggregate as the Company’s existing insurance policies. Parent will reimburse the Company for 50% of the premium of the tail policy up to a maximum of 150% of the annual premium for the Company’s existing insurance policies.

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Material U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Common Stock and Series B Preferred Stock

The following is a summary of material U.S. federal income tax consequences of the Merger to U.S. Holders (as defined below) of our Common Stock and Series B Preferred Stock. It does not address any tax consequences of the Merger to holders of the Series A Preferred Stock or to the Company, Parent, or Merger Sub. The following discussion is based on provisions of the Code, as amended, applicable treasury regulations promulgated thereunder, Internal Revenue Service rulings, and judicial interpretations thereof all in effect as of the date of this information statement, and all of which are subject to change after such date, possibly with retroactive effect. A court may reach a contrary conclusion with respect to the issues addressed if the matter were contested. In addition, there can be no assurance that future legislative, judicial or administrative action will not affect the accuracy of the statements or conclusions in this information statement.

A “U.S. Holder” is (i) a citizen or resident of the United States; (ii) a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof; (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source; or (iv) any trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person. This summary does not address all the U.S. federal income tax considerations that may be relevant to shares of our Common Stock and Series B Preferred Stock received pursuant to the exercise of warrants, stock options or otherwise as compensation or with respect to stockholders who are subject to special tax treatment under the Code, including without limitation persons who are non-U.S. Holders, partnerships and other pass-through entities, insurance companies, dealers or brokers in securities or currencies, tax-exempt organizations, life insurance companies, regulated investment companies and financial institutions and may not apply to stockholders in light of individual circumstances, such as holding shares as a hedge or as part of a hedge, straddle, conversion, synthetic security integrated investment or other risk-reduction transaction or who are subject to alternative minimum tax or the Medicare net investment income tax. It also does not address the tax consequences of the Merger under foreign, state or local tax laws. Accordingly, you are urged to consult with your tax advisor with respect to the particular U.S. federal, state, local or foreign income tax or other tax consequences of the Merger to you.

The cancellation of your shares of our Common Stock and Series B Preferred Stock in the Merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, you will recognize gain or loss equal to the difference between the amount realized, if any, for your shares of Common Stock and/or Series B Preferred Stock and your adjusted tax basis in such shares. If you elect to receive a pro rata share of the escrow amount set aside by the Fir Tree Investors under the Funding Agreement, the treatment of such amount is uncertain. The amount so received pursuant to the escrow may be treated as compensation for the completion of the claims documentation and/or participation in the Merger transaction, which would result in ordinary income equal to the amount received from the escrow. The ability to use a loss recognized on your shares of Common Stock or Series B Preferred Stock to offset such ordinary income would be severely limited. However, it is possible that the escrow amount could instead be treated as consideration for the shares, which would instead result in an amount realized. If you elect to exercise your dissenters’ rights, you will generally recognize gain or loss equal to the difference between the amount realized, if any, for your shares of Common Stock and/or Series B Preferred Stock and your adjusted tax basis in such shares.

If you hold your shares as a capital asset, the loss will be capital loss and will be long-term capital loss if you have held your shares for more than one year at the time of the Merger. There are limits on the deductibility of capital losses.

The preceding summary is general in nature and does not consider any of your particular facts and circumstances. THE TAX CONSEQUENCES OF THE MERGER TO YOU WILL DEPEND ON YOUR INDIVIDUAL FACTS AND CIRCUMSTANCES. YOU ARE STRONGLY URGED TO CONSULT YOUR TAX ADVISORS AS TO THE TAX CONSEQUENCES OF THE MERGER TO YOU.

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Regulatory and Other Governmental Approvals

Under the HSR Act, certain acquisitions of voting securities or assets may not be consummated unless certain information has been furnished to the Federal Trade Commission and the Antitrust Division of the Department of Justice and the applicable waiting period requirements have been satisfied. The Company believes that no filing is required under the HSR Act in connection with the Merger and, therefore, there is no applicable waiting period under the HSR Act before the Merger may be consummated. The Company is relying upon an exemption for acquisitions of voting securities of issuers holding exempt assets and the exemption for acquisitions of investment rental property assets. Although the Merger is not subject to HSR Act notification and waiting period requirements, it is not exempt from antitrust laws and could be challenged under antitrust laws at any time before or after completion of the proposed Merger. In addition, the Company does not believe that the Merger is subject to or requires any filing under any foreign antitrust laws.

Other than a requirement to file a notification pursuant to FINRA Rule 6490, the Company is not aware of any other regulatory requirements or governmental approvals or actions that may be required to consummate the Merger, except for compliance with the applicable regulations of the SEC, including in connection with this information statement. The Company plans to file a notification pursuant to FINRA Rule 6490 no later than ten days before the effective date of the Merger, as required under such rule.

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THE MERGER AGREEMENT

This section describes the material terms of the Merger Agreement. For additional information, please refer to the complete text of the Agreement and Plan of Merger and the First Amendment thereto, copies of which are attached as Annex A and Annex B and which are incorporated by reference into this information statement. The Company encourages you to read the Merger Agreement carefully and in its entirety. This section is not intended to provide you with any factual information about the Company. Such information can be found elsewhere in this information statement and in the public filings the Company makes with the SEC, as described in the section entitled, “Where You Can Find Additional Information,” beginning on page 72.

The Merger Agreement has been included to provide you with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made by the parties thereto solely for purposes of that agreement and as of specific dates; were made solely for the benefit of the parties to the Merger Agreement; may be subject to important limitations agreed to by the parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement (such disclosures include information that has been included in the Company’s public disclosures, as well as additional non-public information); and have been made for the purpose of allocating contractual risk between the parties to the Merger Agreement and not for establishing these matters as facts. Additionally, the information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Effects of the Merger; Directors and Officers; Articles of Incorporation; Bylaws

Subject to the terms and conditions of the Merger Agreement and in accordance with the NRS, Merger Sub will merge with and into the Company and the Company will survive the Merger as a wholly-owned subsidiary of Parent.

At the effective time of the Merger, the articles of incorporation of the surviving corporation will be amended and restated so as to read in its entirety in the form of the articles of incorporation attached as Exhibit C to the Merger Agreement and the bylaws of Merger Sub will become the bylaws of the surviving corporation.

After the effective time of the Merger, the board of directors of the surviving corporation will consist of the directors of Merger Sub until their successors and assigns have been duly elected and qualified or until their earlier death, resignation or removal. The officers of Merger Sub immediately prior to the effective time of the Merger will be the initial officers of the surviving corporation.

Upon the closing of the Merger, our Common Stock will cease to be quoted and traded on the OTCBB and will be deregistered under the Exchange Act.

Closing; When the Merger Becomes Effective

The closing of the Merger is required to take place no later than the third business day following the satisfaction or waiver of all of the conditions to the closing of the Merger (described under “— Conditions to the Merger” below).

The effective time of the Merger will occur upon the filing of the articles of merger with the Secretary of State of the State of Nevada (or at such later time as we and Parent may agree and specify in such articles of merger).

The aggregate consideration in the Merger (which we refer to as the “Merger Consideration”) in connection with the closing of the transactions contemplated by the Merger Agreement is estimated to be approximately $143.0 million, subject to the adjustments described below. Upon the closing of the Merger, approximately $56.4 million in outstanding indebtedness of the Company will be repaid out of the Merger Consideration, including indebtedness to the Fir Tree Investors evidenced by the Fir Tree Notes.

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Consideration to be Received in the Merger

The aggregate consideration to be paid upon the consummation of the Merger to the holders of the outstanding Capital Stock (as defined below) will be the sum of the following (which we also refer to as the Merger Consideration in this information statement):

the base amount of $127.5 million, plus
reimbursement, dollar for dollar, for certain capital expenditures made by the Company, including the acquisition and development of certain tower assets by the Company and its subsidiaries since June 30, 2014, plus
reimbursement of up to $200,000 per month for certain operating costs incurred by the Company and its subsidiaries, up to four months following the date of the Merger Agreement, plus or minus
the amount by which closing working capital is greater than or less than zero (as the case may be), minus
all outstanding indebtedness of the Company and its subsidiaries as of the closing, minus
certain transaction costs of the Company and its subsidiaries which are unpaid as of the closing, minus
certain payments under the Company’s Bonus Plan, minus
certain severance costs payable by the Company in excess of $200,000, minus
a $1.2 million adjustment amount, and plus or minus
an adjustment for annualized cash flow from the Company’s portfolio of towers (which is defined as “TCF” in the Merger Agreement), measured for the calendar month in which the closing takes place, to the extent such cash flow is greater than $5.65 million or less than $5.45 million.

Treatment of the Company’s Preferred Stock, Common Stock and Restricted Stock

Series A Preferred Stock

At the effective time of the Merger, each issued and outstanding share of Series A-1 Preferred Stock will be automatically converted into the right to receive a pro rata portion of the aggregate preference payment applicable to such shares of Series A-1 Preferred Stock under the Series A Certificate of Designation, which is currently calculated at approximately $62.5 million.

At the effective time of the Merger, each issued and outstanding share of Series A-2 Preferred Stock will be automatically converted into the right to receive a pro rata portion of the remainder of the Merger Consideration, in the amount of approximately $82.4 million, which is less than the preference payment applicable to such shares of Series A-2 Preferred Stock under the Series A Certificate of Designation, thereby leaving such holders with a shortfall of approximately $64.3 million.

Each share of Series A-1 Preferred Stock and Series A-2 Preferred Stock when so converted will no longer be outstanding and will automatically be canceled and retired and will cease to exist (subject to the rights to receive the payments described above).

Series B Preferred Stock

At the effective time of the Merger, each issued and outstanding share of Series B Preferred Stock issued and outstanding (including accrued but unpaid dividends thereon) will be automatically canceled for no consideration. Pursuant to the Funding Agreement, holders of Series B Preferred Stock may elect to receive their pro rata share of an escrow amount set aside by the Fir Tree Investors, as further described in “The Funding Agreement” beginning on page 63.

Series B Preferred Stock owned by stockholders with respect to which an appraisal has been properly demanded in accordance with Sections 92A.300 to 92A.500, inclusive, of the NRS, unless such demand has been withdrawn or becomes ineligible, will not be canceled. Such stockholders will instead be entitled to the appraisal rights provided under the NRS as described under “Dissenters’ Rights” beginning on page 65. Any

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holder of Series B Preferred Stock that elects to recover from the escrow amount provided pursuant to the Funding Agreement must not have elected to exercise dissenters’ rights or appraisal rights under Sections 92A.300 to 92A.500, inclusive, of the NRS.

Common Stock

At the effective time of the Merger, each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger will be automatically canceled for no consideration.

Pursuant to the Funding Agreement, holders of Common Stock may elect to receive their pro rata share of an escrow amount set aside by the Fir Tree Investors as further described in “The Funding Agreement” beginning on page 63.

Common Stock owned by stockholders with respect to which an appraisal has been properly demanded in accordance with Sections 92A.300 to 92A.500, inclusive, of the NRS, unless such demand has been withdrawn or becomes ineligible, will not be canceled. Such stockholders will instead be entitled to the appraisal rights provided under the NRS as described under “Dissenters’ Rights” beginning on page 65. Any holder of Common Stock that elects to recover from the escrow amount provided pursuant to the Funding Agreement must not have elected to exercise dissenters’ rights or appraisal rights under Sections 92A.300 to 92A.500, inclusive, of the NRS.

Restricted Stock

At the effective time of the Merger, each share of Restricted Stock issued and outstanding immediately prior to the effective time of the Merger will be automatically canceled for no consideration.

Exchange and Payment Procedures

In connection with the closing, each Fir Tree Investor holding a certificate or certificates, which prior to the effective time of the Merger represented shares of Series A-1 Preferred Stock or Series A-2 Preferred Stock, will deliver such certificates, endorsed in blank together with duly executed stock powers transferring the shares represented by such certificates, to Parent. Upon surrender of these certificates to Parent, the holder of such certificate will be entitled to such holder’s respective portion of the Merger Consideration and the certificates surrendered shall be canceled. Parent and Holdco are jointly and severally liable for making the payments to the Fir Tree Investors described in this paragraph.

Until surrendered as described above, after the effective time of the Merger, each certificate representing shares of Series A Preferred Stock will be deemed to represent only the right to receive the applicable portion of the Merger Consideration upon surrender of such certificate, without interest.

If, after the effective time of the Merger, any certificated or uncertificated shares are presented to the surviving corporation for transfer, they will be canceled, if applicable, against delivery of cash to the holder of such shares as described in “Treatment of the Company’s Preferred Stock, Common Stock and Restricted Stock” beginning on page 44.

You should not return your stock certificates to the Company.

Representations and Warranties

The Merger Agreement contains a number of representations and warranties made by the Company that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement (including “materiality” or “material adverse effect” qualifiers) or in the confidential disclosure schedule the Company delivered in connection with the Merger Agreement. These representations and warranties relate to, among other things:

due organization, good standing and the requisite power and authority to carry on the Company’s and its subsidiaries’ business;
capitalization of the Company;
capitalization and ownership of the equity interests of the Company’s subsidiaries;

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power and authority of the Company to enter into, perform its obligations under, and consummate the transactions contemplated by, the Merger Agreement and the various ancillary documents to which it is a party;
the enforceability of the Merger Agreement against the Company;
the absence of violations of, or conflicts with, the Company’s or its subsidiaries’ governing documents, applicable law or certain contracts, or the creation of any lien on the Company’s or its subsidiaries’ equity interests, assets or properties, in each case, as a result of the Company entering into and performing the Company’s obligations under the Merger Agreement;
the absence of required governmental consents in connection with the execution, delivery and performance of the Merger Agreement, other than specified governmental filings;
timely filing of required documents with the SEC;
compliance of consolidated financial statements in all material respects with applicable SEC rules and regulations, preparation of such financial statements in accordance with GAAP and material compliance with the Company’s disclosure controls and procedures and internal controls over financial reporting;
information supplied for inclusion in this information statement and other filings made or required under the federal securities laws relating to the Merger;
the conduct of business in accordance with the ordinary course consistent with past practice, the absence of a material adverse effect (as described below), and the absence of certain other changes or events, in each case, since September 30, 2014 and through the date of the Merger Agreement;
the absence of certain undisclosed liabilities;
the absence of legal proceedings, investigations and governmental orders against the Company and its subsidiaries or any of their respective assets or properties;
compliance with applicable laws and possessing necessary permits;
certain material contracts and the absence of any default under such contracts;
tax matters;
employee and benefits matters;
environmental compliance;
insurance policies;
title to assets and properties;
intellectual property;
certain real estate matters relating to the wireless communications tower industry, including utilities and access to the Company’s tower sites, ground leases, easements, tenant leases, the Company’s acquisition pipeline and per tower data;
the absence of any undisclosed contracts or transactions with related parties;
receipt of the opinion of the Special Committee’s financial advisor;
absence of any undisclosed brokers’ or finders’ fees;
takeover statutes; and
the acknowledgement of the absence of other representations and warranties and Parent and Merger Sub.

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For purposes of the Merger Agreement, a “material adverse effect” means any event, condition, fact, change, occurrence or effect that, individually or in the aggregate with other events, conditions, facts, changes, occurrences or effects (a) has had or would reasonably be expected to have a material adverse effect on the business or financial condition, results of operations, assets or liabilities, of the Company and its subsidiaries, taken as a whole, or (b) would reasonably be expected to prevent or materially delay the ability of the Company and its subsidiaries, taken as a whole, to consummate the Merger, except, solely in the case of clause (a), for any such events, conditions, facts, changes, occurrences or effects to the extent resulting from:

changes in U.S. or global general economic conditions or in the credit, financial or capital markets generally, including changes in interest or exchange rates (except to the extent such events, conditions, facts, changes, occurrences or effects have a disproportionate effect on the Company and its subsidiaries, taken as a whole, relative to other companies operating in the same principal industry in which the Company and its subsidiaries operate);
changes in general market or economic conditions applicable to the principal industry in which the Company and its subsidiaries operate (except to the extent such events, conditions, facts, changes, occurrences or effects have a disproportionate effect on the Company and its subsidiaries, taken as a whole, relative to other companies operating in the same principal industry in which the Company and the Company Subsidiaries operate);
changes in law or GAAP after March 20, 2015 (except to the extent such events, conditions, facts, changes, occurrences or effects have a disproportionate effect on the Company and its subsidiaries, taken as a whole, relative to other companies operating in the same principal industry in which the Company and its subsidiaries operate);
acts of war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, sabotage or terrorism or other international or national calamity (whether natural or man-made) or any material worsening of such conditions threatened or existing as of March 20, 2015 (except to the extent such events, conditions, facts, changes, occurrences or effects have a disproportionate effect on the Company and its subsidiaries, taken as a whole, relative to other companies operating in the same principal industry in which the Company and its subsidiaries operate);
any change in the Company’s stock price or trading volume or credit rating or in any analyst’s recommendation with respect to the Company or any failure to meet internal or published projections, forecasts or estimates of revenue, earnings or other financial or operating metrics (excluding any event, condition, fact, change or effect underlying such change or failure that is not otherwise excepted under the preceding four bullets);
any action taken by the Company or any of its subsidiaries at the written direction of Parent or any action specifically required to be taken by the Company by the terms of the Merger Agreement or the failure of the Company to take any action that the Company is specifically prohibited by the terms of the Merger Agreement from taking to the extent Parent fails to give its consent thereto after a written request therefor under the terms of the covenant in the Merger Agreement governing our conduct of the business pending the effective time of the Merger;
the identity of, or any facts or circumstances relating to, Parent, Merger Sub or any of their respective affiliates;
except as it relates to certain representations and warranties contained in the Merger Agreement, changes resulting from the announcement, pendency or anticipated consummation of the Merger or any of the other transactions contemplated by the Merger Agreement or the ancillary documents; and
the commencement or pendency of any litigation arising from allegations of breach of fiduciary duty or violation of law relating to the Merger Agreement or the transactions contemplated by the Merger Agreement.

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The Merger Agreement contains a number of representations made jointly and severally by Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement, including “materiality”. These representations and warranties relate to, among other things:

due organization, existence, good standing and authority to carry on their businesses;
corporate power and authority to enter into, and consummate the transactions under, the Merger Agreement, and the enforceability of the Merger Agreement against them;
the absence of violations of, or conflicts with, their governing documents, certain agreements, and applicable law as a result of entering into and performing their obligations under the Merger Agreement;
the absence of required governmental consents in connection with the execution, delivery and performance of the Merger Agreement, other than specified governmental filings;
information supplied for inclusion in this information statement and other filings made or required under the federal securities laws relating to the Merger;
the absence of any brokers’ or finders’ fees;
financial capability to pay the Merger Consideration;
Parent’s ownership of Merger Sub;
the absence of legal proceedings and investigations against Parent and Merger Sub that would impact their ability to perform their obligations under the Merger Agreement or delay the completion of the Merger;
the absence of ownership of the Company’s capital stock by Parent and Merger Sub;
intended use of Parent’s and Merger Sub’s tower assets;
the acknowledgement of the absence of other representations and warranties of the Company; and
non-reliance on the Company’s projections, forecasts, forward-looking statements and business plans.

The representations and warranties of each of the Company, Parent, Merger Sub, Holdco and the Fir Tree Investors will survive the closing of the Merger up to and including April 15, 2016, except that certain fundamental representations and warranties of each will survive the closing of the Merger for a period of six years or the applicable statute of limitations period, as applicable.

Conduct of Our Business Pending the Merger

Under the Merger Agreement, the Company has agreed that, except as provided in the Merger Agreement or with Parent’s prior written consent (which cannot be unreasonably withheld, conditioned or delayed), between the date of the Merger Agreement and the effective time of the Merger, the Company will, and will cause each of its subsidiaries to, (i) conduct its business in all material respects in the ordinary course consistent with past practice, including maintaining its tower assets, (ii) use commercially reasonable efforts to preserve intact its business organization and preserve current relationships with governmental entities, customers, suppliers and other material business relationships and (iii) if applicable, use any proceeds of insurance recovered to repair or replace any tower assets if any damage, loss, destruction or theft occurs (provided that the Company will not be required to make any repairs or replacements if no insurance proceeds are recovered).

During the period between the signing of the Merger Agreement and the effective time of the Merger, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company has agreed not to, and will cause its subsidiaries not to:

amend or propose any amendment to the organizational documents of the Company or its subsidiaries;
declare, set aside, make or pay any dividend or other distribution in respect of any of its capital stock or other equity interests;

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split, combine, subdivide or reclassify any of its capital stock or other equity interests or issue or propose or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock;
repurchase, redeem or otherwise acquire any shares of its or its subsidiaries’ capital stock or other equity interests, or any other rights, warrants or options to acquire any such shares or interests (with limited exceptions);
issue, sell, grant, pledge or otherwise encumber any shares of its capital stock or other securities other than additional shares of Series A Preferred Stock to the Fir Tree Investors pursuant to the Company’s organizational documents or the issuance of additional shares of Series A Preferred Stock to the Fir Tree Investors or promissory notes on terms no less favorable to the Company than the Fir Tree Notes, solely for fair value and to finance the Company’s and its subsidiaries’ operating expenses, permitted development and acquisition activities and payment of transaction expenses incurred by the Company and its subsidiaries in connection with the Merger;
acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or person or division of any business or person, or acquire any tower assets with a purchase price greater than $2.5 million, or with a purchase price of less than $2.5 million that does not meet certain financial criteria;
sell, lease, license, subject to a lien (other than a permitted encumbrance and transfers between or among the Company and/or any of its wholly-owned subsidiaries) or otherwise surrender, relinquish, allow to lapse or expire or dispose of any properties or assets with a value or purchase price in the aggregate in excess of $100,000, other than in the ordinary course of business consistent with past practice;
take any other action intended to convert any long-term asset of the Company or any of its subsidiaries into a current asset;
except as otherwise permitted by the Merger Agreement, make any capital expenditures or capital commitments that will exceed the limitations set forth in a budget mutually agreed upon by the Company and Parent;
make any loans, advances or capital contributions to, or investments in, any person other than (x) loans, advances or capital contributions to, or investments in any of the Company’s subsidiaries, (y) as required under any existing contract, or (z) advances for out-of-pocket expenses to employees in the ordinary course of business consistent with past practice;
create, incur, guarantee or assume any indebtedness, other than in connection with obtaining permitted financing from the Fir Tree Investors, as described above;
(i) increase the compensation or benefits under, or increase or accelerate contributions with respect to, any existing employee benefit plan, other than in the ordinary course of business, accelerate the payment or vesting of benefits or amounts payable or to become payable under any employee benefit plan or terminate any employee benefit plan or establish any additional benefit plan that would be an employee benefit plan, (ii) hire any new employee of the Company or of any of its subsidiaries that would receive an annual salary in excess of $200,000, or hire any new employees of the Company or any of its subsidiaries that would receive annual salaries in excess of $500,000 in the aggregate, or that upon or following termination of employment could be entitled to any payment or benefit from the Company or any subsidiary (including severance or unemployment) becoming due to any such employee in an amount greater than three times any such employee’s then monthly base salary, (iii) waive any performance condition, or accelerate the vesting conditions, applicable to any compensatory award, in each case, except as required by the Merger Agreement or by law or the terms of any existing employee benefit plan, or (iv) amend, modify, terminate or waive any provision of the Bonus Plan or any grant made under the Bonus Plan;

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settle or compromise any legal proceeding in any manner that requires the payment of more than $100,000 individually or $200,000 in the aggregate or enter into any consent, decree, injunction, restrictive covenant or similar restraint or form of equitable relief in settlement of any legal proceeding, other than as specifically permitted by the Merger Agreement;
(i) make, change or rescind any express or deemed material election relating to taxes, (ii) settle or compromise any material proceeding relating to taxes or surrender any right to obtain a material tax refund or credit, offset or other reduction in tax liability, (iii) enter into any closing agreement with respect to any material taxes, (iv) file any amendment to any tax return with respect to any material amount of taxes, (v) agree to any extension or waiver of the statute of limitations with respect to the assessment or determination of a material amount of taxes, or (vi) change any method of accounting for tax purposes or change any tax accounting period; except, in each case as is required by law;
other than in the ordinary course of business consistent with past practice, enter into, renew, extend, amend or terminate any material contract;
other than in the ordinary course of business consistent with past practice, enter into, amend, renew, extend or terminate a tenant lease or ground lease;
change in any material respect any financial reporting or accounting methods, principles or practices of the company or any of its subsidiaries, except as required by law or GAAP;
adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or any of its subsidiaries;
add, subtract, modify or relocate any improvements or communications equipment from the Company’s tower sites, other than routine maintenance or replacement of existing equipment with similar equipment and in accordance with the ordinary course of business consistent with past practice, subject to the rights of tenants under the tenant leases to install or collocate antennas and other equipment;
amend or modify in any material respect, or terminate early any of the permits held by it, except for continued prosecution of permits for tower sites and prospective tower sites in the ordinary course of business;
enter into any collective bargaining agreement or other agreement with any labor organization;
adopt a “shareholder rights plan” or “poison pill”; or
enter into a definitive written agreement or legally obligate itself to take any of the foregoing actions.

Nothing contained in the Merger Agreement prevents the Company from, or requires the Company to obtain Parent’s consent prior to, acquiring title to the land upon which any wireless communications tower (and/or any buildings, structures, other improvements and facilities) is located.

Stockholder Action by Written Consent

On March 20, 2015, shortly after the execution of the Merger Agreement, the Approving Stockholders, having the right to vote shares of our capital stock representing approximately 62.3% of the voting power of our outstanding voting capital stock entitled to vote on the adoption of the Merger Agreement, delivered a written consent (attached as Annex C to this information statement) approving the Merger Agreement and the transactions contemplated thereby, including the Merger. On March 20, 2015, the Fir Tree Investors, as the record owners of all of the outstanding shares of our Series A-1 Preferred Stock and Series A-2 Preferred Stock, also delivered a written consent, pursuant to the Series A Certificate of Designation, authorizing the Merger Agreement and the transactions contemplated thereby, including the Merger. No further approval by the stockholders of the Company is required in connection with the Merger Agreement or the Merger.

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Solicitation of Acquisition Proposals; Go-Shop

Until the Solicitation Period End Date, the Company (and the Board and the Special Committee) is permitted to:

initiate, solicit, facilitate and encourage the making of “Acquisition Proposals” (as defined below) or any inquiry or request that constitutes or could reasonably be expected to lead to an Acquisition Proposal;
provide access to non-public information pursuant to acceptable confidentiality agreements;
grant a waiver of or terminate any “standstill” or similar obligation of any third party with respect to the Company solely to the extent necessary to permit such third party to engage in the “go-shop” process; and
engage in or enter into, continue or otherwise participate in any discussions or negotiations with any person or group of persons with respect to any Acquisition Proposal, or otherwise cooperate with or assist or participate in or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposals.

From and after 12:00 a.m., New York City time, on April 25, 2015, the Company is required to immediately cease and terminate all solicitations, encouragement, discussions or negotiations with any persons that may be ongoing with respect to any Acquisition Proposals, except that the Company and its representatives are permitted to continue to engage in the aforementioned activities with a third party that has made a Qualified Acquisition Proposal prior to the Solicitation Period End Date (each such third party, an “Excluded Party”), until 11:59 p.m., New York City time, on May 4, 2015 (as such date may be extended, the “Window-Shop End Date”).

Except as expressly permitted under the Merger Agreement, from and after the Solicitation Period End Date or, in the case of an Excluded Party, after the Window-Shop End Date, and until the effective time of the Merger or, if earlier, the termination of the Merger Agreement, the Company may not:

initiate, solicit or knowingly engage in, facilitate or encourage any inquiry or request that constitutes or could reasonably be expected to lead to an Acquisition Proposal;
other than solely informing persons of the existence of the limitations and restrictions in the Merger Agreement with respect to Acquisition Proposals, engage in, continue or otherwise participate in discussions or negotiations with, or provide any non-public information relating to the Company or any of its subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its subsidiaries to, any third party in connection with an Acquisition Proposal or any inquiry, offer or request that constitutes or could reasonably be expected to lead to an Acquisition Proposal;
except substantially concurrently with a termination under the terms of the Merger Agreement, enter into any agreement contemplating an Acquisition Proposal or requiring the Company to abandon or terminate its obligations under the Merger Agreement; or
(i) qualify, withhold, withdraw or modify, or publicly propose to do the same, in a manner adverse to Parent and/or Merger Sub, the Board’s approval and recommendation to the stockholders of the Merger; (ii) approve or recommend an Acquisition Proposal to the holders of the Company’s capital stock, or publicly propose to do the same; or (iii) fail to recommend against any Acquisition Proposal which is subject to Regulation 14D of the Exchange Act in any Solicitation/Recommendation Statement on Schedule 14D-9 within 10 business days after the commencement of such Acquisition Proposal (any such action described in this paragraph, an “Adverse Recommendation Change”).

In this information statement, we refer to any bona fide offer, proposal or inquiry from any third party relating to any: (i) acquisition or purchase, directly or indirectly, of (x) assets equal to 20% or more of the consolidated assets of the Company and its subsidiaries, (y) assets to which 20% or more of the consolidated revenues or earnings of the Company and its subsidiaries are attributable, or (z) 20% or more of any class of equity or voting securities of the Company; (ii) tender offer (including a self-tender offer) or exchange offer

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that, if consummated, would result in such third party beneficially owning 20% or more of any class of equity or voting securities of the Company; or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, investment, joint venture, liquidation, dissolution or other similar transaction involving the Company or any of its subsidiaries, pursuant to which such third party would own or control, directly or indirectly, 20% or more of any class of equity or voting securities or the Company, in each case, other than any investment in, financing of or other similar transaction with, the Company or any of its subsidiaries, whether in debt, equity or otherwise, by a person who on the date of the Merger Agreement is a Fir Tree Investor or an affiliate thereof, as an “Acquisition Proposal.”

In this information statement, we refer to an Acquisition Proposal from a third party that is not withdrawn and that did not result from a material breach of the Merger Agreement and that the Board or Special Committee determines in good faith, after consultation with its respective financial advisor and outside legal counsel, constitutes, or could reasonably be expected to lead to, a Superior Proposal as a “Qualified Acquisition Proposal.”

In this information statement, we refer to any contract, obligation, instrument, or other similar definitive agreement contemplating any Acquisition Proposal (other than an acceptable confidentiality agreement) or requiring the Company to abandon or terminate its obligations under the Merger Agreement as an “Alternative Acquisition Agreement.”

In this information statement, we refer to any written Acquisition Proposal (substituting “50%” for “20%” in the definition thereof) that is not withdrawn and that did not result from a material breach of the terms of the Merger Agreement described above, made by a third party that the Board or the Special Committee determines in good faith, after consultation with its financial advisor and outside legal counsel and taking into account all relevant legal, financial, regulatory and other aspects of such proposal and the third-party making such proposal, including the certainty and expected timing of consummation, is more favorable to the stockholders of the Company than the Merger and the other transactions contemplated by the Merger Agreement (after giving effect to any changes to the terms of the Merger Agreement proposed by Parent), as a “Superior Proposal.”

At all times until the Merger Agreement is terminated or the Merger is consummated, the Company is required to notify Parent as soon as reasonably practicable but no later than within 48 hours after the receipt of any Acquisition Proposal or any material written amendment, modification or supplement to any Acquisition Proposal. The notice must include (i) the identity of the third party, (ii) a summary of material terms and any written agreements, term sheets or financing documents, and (iii) reasonably detailed summaries of any oral Acquisition Proposals. The Company is also required to notify Parent as soon as reasonably practicable but no later than within 48 hours after it receives any change to the material terms of an Acquisition Proposal.

The Company is not permitted to make an Adverse Recommendation Change or a Superior Proposal Termination (as defined below on page 58) unless prior to the later of the Solicitation Period End Date and the Window-Shop End date (as may be extended):

the Company has complied in all material respects with the “go-shop” and non-solicitation provisions of the Merger Agreement;
the Company has received a Qualified Acquisition Proposal that has not been withdrawn;
the Board or the Special Committee determines in good faith, after consultation with its financial advisor and outside legal counsel, that a bona fide written Acquisition Proposal constitutes a Superior Proposal;
the Company provides prior written notice to Parent and Merger Sub, at least four business days in advance, that it intends to effect an Adverse Recommendation Change or Superior Proposal Termination, which specifies the identity of the party making the Qualified Acquisition Proposal and the material terms thereof and attaches the most current version of the transaction agreement, and Company negotiates with Parent and Merger Sub in good faith during such four business day period (to the extent Parent and Merger Sub desire to negotiate) to make such adjustments and/or

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modifications to the terms and conditions of the Merger Agreement so that the Qualified Acquisition Proposal ceases to constitute a Superior Proposal; and
following such four business day period, the Board or the Special Committee again determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Qualified Acquisition Proposal continues to constitute a Superior Proposal (after taking into consideration any binding adjustments or modifications proposed by Parent and Merger Sub).

If the Qualified Acquisition Proposal is materially amended after the Company complies with the procedures described above, the Company must provide written notice of such modified Qualified Acquisition Proposal to Parent and Merger Sub and must again comply with the above procedures and provide Parent and Merger Sub with an additional two business day notice prior to effecting any Adverse Recommendation Change or Superior Proposal Termination (and must do so for each such subsequent modification). After each such two business day period, the Window-Shop End Date will be automatically extended for a 48 hour period, if necessary, to enable the party making the Acquisition Proposal to revise such Qualified Acquisition Proposal.

If the Company effects a Superior Proposal Termination, the Company will be required to pay Parent a termination fee in the amount of $4.0 million as described in more detail in “— Termination Fees” beginning on page 59.

Nothing in the provisions of the Merger Agreement relating to Acquisition Proposals prevents the Company from (i) complying with its disclosure obligations under applicable law, including taking and disclosing to its stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A or any similar communication; (ii) making any “stop-look-and-listen” communication to stockholders pursuant to Rule 14d-9(f) under the Exchange Act or any similar communication; (iii) making disclosures to stockholders if the Board or the Special Committee determines, after consultation with outside legal counsel, that failure to make such disclosure would be inconsistent with applicable law; or (iv) making any accurate factual disclosures to stockholders.

Efforts; Notification of Certain Matters

The Company, Parent and Merger Sub will cooperate and use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the Merger and the other transactions contemplated by the Merger Agreement, including using commercially reasonable efforts to (i) obtain and maintain all necessary waivers, consents and approvals of third parties to material contracts, easements, tenant leases, ground leases and option leases, at the Company’s expense, (ii) obtain and maintain all consents, approvals and authorizations as are necessary, proper or advisable to be obtained under applicable law, (iii) lift or rescind any order adversely affecting the ability of the parties to consummate the Merger and (iv) prepare and file with governmental entities as promptly as practicable all filings, notices, petitions, statements, registrations, applications, submissions of information and other documents necessary to consummate the transactions contemplated by the Merger Agreement and diligently and expeditiously prosecute, and cooperate fully with each other in the prosecution of, such matters.

The parties will use their reasonable best efforts to resolve any objections or actions, if any, asserted by a governmental entity or other person with respect to the transactions contemplated by the Merger Agreement. The parties will also each use their reasonable best efforts to avoid the entry of, or to have vacated or terminated, any order that would restrain, prevent or delay the consummation of the Merger and the other transactions contemplated by the Merger Agreement, on or prior to December 20, 2015.

Employees; Benefit Plans

Unless Parent provides written notice requiring otherwise, effective as of the day immediately prior to the closing of the Merger, the Company will fully vest all accounts under its 401(k) plan, allocate to participants’ accounts all unallocated amounts held in the trust of the Company’s 401(k) plan and terminate the 401(k) plan.

Under Parent’s employee benefit plans, each employee of the Company who remains employed with the surviving corporation immediately after the effective time of the Merger (each, a “Continuing Employee”)

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will be credited with his or her years of service with the Company to the same extent as such employee was entitled to credit for such service under any similar benefit plan of the Company, except that the foregoing will not apply to the extent that it would result in a duplication of benefits, such service was not recognized under the corresponding benefit plan of the Company prior to the Merger or such service is with respect to a newly-established benefit plan of Parent for which similarly situated employees of Parent do not receive past service credit.

With respect to each employee benefit plan of Parent providing medical, dental, pharmaceutical, vision, disability and/or life (or other welfare) benefits to each Continuing Employee, Parent will, or will cause the surviving corporation to, use commercially reasonable efforts to cause there to be waived any pre-existing condition or eligibility limitations and give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, each Continuing Employee under similar plans maintained by the Company or any of its subsidiaries immediately prior to the effective time of the Merger.

Indemnification; Directors’ and Officers’ Insurance

The Merger Agreement provides that, upon completion of the Merger, Parent will cause the Company, as the surviving corporation, and its subsidiaries to not amend, repeal or otherwise modify the articles of incorporation or bylaws of the Company or any of its subsidiaries for a period of six years in any manner that would cause the indemnification of, and advance of expenses to, the Company’s former or current directors and officers to be less favorable than those currently contained in the Company’s articles of incorporation and bylaws.

Upon completion of the Merger, the Company, as the surviving corporation, will provide advancement of expenses to any former or current director or officer within 20 days after Parent or the Company, as the surviving corporation, receives a request for such advancement and an undertaking by the recipient to repay such amount if a court of competent jurisdiction ultimately determines that such person was not entitled to be indemnified under the Company’s articles of incorporation or bylaws, or under applicable law.

In addition, after the closing of the Merger, Parent will cause the Company, as the surviving corporation, to assume and comply with the indemnification agreements currently in place with the Company’s directors and officers, and the Company, as the surviving corporation, may not terminate, modify or amend such indemnification agreements in any way that is less favorable or adverse to any counterparty.

Holdco will fund, or cause Parent and the Company, as the surviving corporation, to fund, all of the obligations of the Company, as the surviving corporation, relating to the indemnification of directors and officers described above for claims made prior to the second anniversary of the consummation of the Merger.

Prior to the effective time of the Merger, the Company will purchase a prepaid directors’ and officers’ liability “tail” insurance policy with a policy period of no less than six years from the effective time of the Merger. The tail insurance policy will provide full prior acts coverage for alleged wrongful acts or omissions occurring at or prior to the effective time of the Merger. The tail insurance policy will provide coverage that is at least as favorable in the aggregate as the existing policies of the Company. Parent will be responsible for 50% of the premium for the tail policy, up to a maximum of 150% of the annual premium for the Company’s existing directors’ and officers’ liability insurance policy.

Other Covenants

The Merger Agreement contains additional agreements between the Company and Parent relating to, among other things:

the preparation of this information statement;
access to the Company’s and its subsidiaries’ books and records;
notice of specified matters;
public announcements related to the Merger Agreement, any ancillary document, the Merger or the other contemplated transactions;

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Parent’s opportunity to participate in the defense or settlement of certain litigation involving the Company;
tax matters;
taking action to eliminate the restrictions of any “business combination”, “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation;
casualty losses to the Company’s and its subsidiaries’ tangible assets; and
the Company’s obligation to provide Parent with evidence confirming that a certain automatic issuance of shares of Common Stock occurred on March 31, 2015.

Conditions to the Merger

Conditions to Each Party’s Obligations

The respective obligation of each of the Company, Parent and Merger Sub to effect the Merger is subject to the satisfaction or waiver of the following conditions:

the affirmative vote or written consent of (i) the holders of at least a majority of the voting power of the outstanding capital stock of the Company and (ii) the Fir Tree Investors, in favor of the adoption of the Merger Agreement, which were delivered to the Company and Parent on March 20, 2015 (the “Company Required Vote”);
the clearance by the SEC of this information statement which, after clearance, must be sent to the stockholders of the Company at least 20 days prior to the consummation of the Merger and the consummation of the Merger shall be permitted by Regulation 14C of the Exchange Act;
the absence of any law, injunction, judgment or ruling by any court of competent jurisdiction or other governmental entity that restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Merger; and
the absence of any instituted or pending action, suit, claim, inquiry, investigation, mediation, arbitration or other proceeding by any governmental entity challenging or seeking to make illegal, to delay materially or otherwise to restrain or prohibit the consummation of the Merger.

Conditions to Obligations of Parent and Merger Sub

The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction or waiver by Parent and Merger Sub at or prior to the closing of the following conditions:

the representations and warranties of the Company set forth in the Merger Agreement regarding the absence of any Company material adverse effect since September 30, 2014, broker’s and advisor’s fees, and anti-takeover statutes or provisions must be true and correct as of the date of the Merger Agreement and as of the closing date, as though made on or as of such date;
the representations and warranties of the Company set forth in the Merger Agreement regarding qualification and organization, capitalization, and corporate power and authority must be true and correct in all respects, except for de minimis exceptions, as of the date of the Merger Agreement and as of the closing date, as though made on or as of such date;
the other representations and warranties of the Company set forth in the Merger Agreement (without giving effect to any materiality or Company material adverse effect qualifications) must be true and correct in all respects as of the date of the Merger Agreement and as of the closing date, as though made on or as of such date (except to the extent any such representation or warranty expressly speaks as of a specific date, in which case it must only be true and correct as of such date), except where the failure to be true and correct would not, individually or in the aggregate, have or reasonably be expected to have a Company material adverse effect;
the Company must have performed in all material respects all obligations required to be performed by it under the Merger Agreement and the Indemnification Agreement at or prior to the date of the closing of the Merger;

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Parent must have received a certificate signed by an executive officer of the Company certifying as to the matters set forth above in the preceding bullets;
the representations and warranties of the Fir Tree Investors set forth in the Indemnification Agreement must be true and correct in all material respects as of the date of the Merger Agreement and as of the closing date, as though made on or as of such date (except to the extent any such representation or warranty expressly speaks as of a specific date, in which case it must only be true and correct as of such date);
the Fir Tree Investors must have performed in all material respects all obligations required to be performed by them under the Merger Agreement and the Indemnification Agreement at or prior to the closing date;
Parent must have received a certificate signed by an executive officer of the Fir Tree Investors certifying as to the matters set forth above in the preceding two bullets;
the Company must have delivered to Parent a payoff letter signed by the lender with respect to all amounts owed under the Company’s existing credit agreement and the release of liens in connection therewith; and
the Company must have delivered to Parent a certificate certifying facts that would exempt the transactions contemplated by the Merger from withholding pursuant to Section 1445 of the Code.

Conditions to Obligations of the Company

The obligation of the Company to effect the Merger is further subject to the satisfaction or waiver by the Company at or prior to the closing of the following conditions:

the representations and warranties of (x) Parent and Merger Sub set forth in the Merger Agreement and (y) Holdco set forth in the Indemnification Agreement must be true and correct in all respects as of the date of the Merger Agreement and as of the closing date, as though made on or as of such date (except to the extent any such representation or warranty expressly speaks as of a specific date, in which case it must only be true and correct as of such date), except where the failure to be true and correct would not reasonably be expected to materially impair or delay the ability of Parent or Merger Sub to consummate the Merger;
each of Parent, Merger Sub and Holdco must have performed in all material respects all obligations required to be performed by them under the Merger Agreement at or prior to the date of the closing of the Merger; and
the Company must have received a certificate signed on behalf of Parent, Merger Sub and Holdco by an executive officer of each certifying as to the matters set forth above in the preceding bullets.

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time before the effective time of the Merger upon the mutual written consent of Parent and either the Company, with the consent of the Fir Tree Investors, or the Fir Tree Investors, acting alone.

The Merger Agreement may also be terminated at any time before the effective time of the Merger as follows:

by either Parent, or the Company, with the consent of the Fir Tree Investors, or the Fir Tree Investors acting alone, if:
º the Merger has not been consummated on or before 5:00 p.m. (New York City time) on December 20, 2015 (such date, the “Outside Date” and such termination, an “Outside Date Termination”) (provided that the Outside Date Termination right is not available to any party whose failure to fulfill any obligations under the Merger Agreement caused or resulted in the failure of the Merger to occur on or before the Outside Date); or
º a court of competent jurisdiction or other governmental entity issues a final, non-appealable order permanently restraining, making illegal, enjoining or otherwise prohibiting the Merger.

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by Parent, if:
º the Company or the Fir Tree Investors breach any of their representations or warranties, covenants, obligations or agreements set forth in the Merger Agreement (in the case of the Company) or the Indemnification Agreement (in the case of the Fir Tree Investors) and such breach would cause certain conditions to closing of the Merger, including those relating to the accuracy of the representations and warranties of the Company or its performance of its obligations under the Merger Agreement, not to be satisfied and such breach is either incapable of being cured two business days prior to the Outside Date or, if curable, is not cured within the earlier of 20 calendar days after written notice by Parent of such breach or two business days prior to the Outside Date (provided that Parent will not have this right to terminate if it, Merger Sub, or Holdco is then in material breach of any of its representations, warranties, covenants, obligations or agreements under the Merger Agreement or Indemnification Agreement, and such breach would cause certain conditions to the closing of the Merger, including those relating to the accuracy of its representations and warranties or performance of its obligations, not to be satisfied as of such date) (a “Company Breach Termination”);
º an Adverse Recommendation Change has occurred;
º the written consent containing the Company Required Vote has not been delivered to Parent and the Company by the Fir Tree Investors within 24 hours after the execution of the Merger Agreement (such written consent was delivered on March 20, 2015);
º the Fir Tree Investors have paid to or on behalf of the Parent indemnified parties pursuant to the Indemnification Agreement an amount equal to or more than $1.0 million (subject to increase as provided in the Indemnification Agreement) in connection with Covered Claims (as defined below); or
º if all of the closing conditions have been satisfied (see “— Conditions to the Merger” beginning on page 55), Parent delivers a written to notice to the Company requiring that the closing be consummated and the closing fails to occur within three business days after delivery of such notice and the closing conditions continue to be satisfied (a “Company Failure to Close Termination”).
by the Company, with the consent of the Fir Tree Investors, or the Fir Tree Investors acting alone, if:
º Parent, Merger Sub or Holdco breaches any of its representations or warranties, covenants, obligations or agreements set forth in the Merger Agreement or Indemnification Agreement and such breach would cause certain conditions to closing of the Merger, including those relating to the accuracy of the representations and warranties of Parent, Merger Sub or Holdco or their performance of their obligations under the Merger Agreement, not to be satisfied and such breach is either incapable of being cured two business days prior to the Outside Date or, if curable, is not cured within the earlier of 20 calendar days after written notice by the Company of such breach or two business days prior to the Outside Date (provided that the Company and the Fir Tree Investors will not have this right to terminate if either the Company or the Fir Tree Investors is then in material breach of any of their respective representations, warranties, covenants, obligations or agreements under the Merger Agreement or the Indemnification Agreement, and such breach would cause certain conditions to the closing of the Merger, including those relating to the accuracy of its representations and warranties or performance of its obligations, not to be satisfied as of such date) (a “Parent Breach Termination”);

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º the Board authorizes the Company to enter into an Alternative Acquisition Agreement with respect to (and in order to accept) a Superior Proposal and substantially concurrently with such termination the Company enters into such Alternative Acquisition Agreement, provided that such termination right is only available if the Company and the Fir Tree Investors have complied in all material respects with the terms and procedures of the Merger Agreement governing Acquisition Proposals and the “go-shop” more generally, and the Company has paid the Company Termination Fee contemporaneously with such termination (a “Superior Proposal Termination”);
º if, subject to certain limitations and procedural requirements, any Covered Claim or Appraisal Rights Action (as such terms are defined below) has been commenced or threatened in writing at or before the effective time of the Merger, and (1) the Fir Tree Investors have paid more than (or reimbursed costs, fees or expenses in excess of) $500,000, in the aggregate, in connection with defending against such claim or action and such claim or action seeks monetary damages in excess of $1.0 million or (2) the Fir Tree Investors have paid more than (or reimbursed costs, fees or expenses in excess of) $750,000, in the aggregate, in connection with defending against such claim or action (in each case, an “Adverse Action Termination”);
º the Fir Tree Investors have paid to or on behalf of the Parent indemnified parties pursuant to the Indemnification Agreement an amount equal to or more than $1.0 million (subject to increase as provided in the Indemnification Agreement) in connection with Covered Claims (as defined below), provided that such termination right is only exercisable by the Company with the consent of the Fir Tree Investors and must be exercised upon the direction of the Fir Tree Holders acting in accordance with their obligations and the applicable requirements under the Merger Agreement and Indemnification Agreement; or
º if all of the closing conditions have been satisfied (see “— Conditions to the Merger” beginning on page 55), the Company or the Fir Tree Investors deliver a written to notice to Parent requiring that the closing be consummated and the closing fails to occur within three business days after delivery of such notice and the closing conditions continue to be satisfied (a “Parent Failure to Close Termination”).

As used in this information statement, any action by any stockholder of the Company exercising statutory appraisal rights in connection with the Merger is referred to as an “Appraisal Rights Action.”

As used in this information statement, any action by a stockholder of the Company (including any derivative action brought in the name of the Company): (a) against the Company, the Fir Tree Investors and/or their controlling persons in connection with the approval or execution of, performance under, or consummation of the transactions contemplated by, the Merger Agreement or the Indemnification Agreement, or the Fir Tree Investors’ investment in the Company; or (b) against Parent, Merger Sub and/or their controlling persons in connection with the Company’s, the Fir Tree Investors’, Parent’s, Merger Sub’s and/or their controlling persons’ approval or execution of, performance under, or consummation of the transactions contemplated by, the Merger Agreement or the Indemnification Agreement or any other matter covered by clause (a) above, but excluding for all purposes any Appraisal Rights Action, is referred to as a “Covered Claim.”

In the event of termination of the Merger Agreement, the Merger Agreement will become void and have no effect and, subject to any fees and expenses owed as a result of any such termination, there will be no liability on the part of Parent, Merger Sub, Holdco, the Fir Tree Investors or the Company (or of any of their representatives) other than for certain provisions relating to termination fees and expenses and certain other general provisions which survive termination. However, no such termination will relieve any party from liability for any willful or intentional breach of any of its representations, warranties, covenants, obligations or agreements in the Merger Agreement or the Indemnification Agreement.

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Termination Fees

Company Termination Fee

The Company has agreed to pay to Parent, contemporaneously with and as a condition to the termination of the Merger Agreement, a termination fee of $4.0 million (without reimbursement of any of Parent’s expenses) if the Company, with the consent of the Fir Tree Investors, or the Fir Tree Investors acting alone effects a Superior Proposal Termination.

The Company has also agreed to pay to Parent, within five business days after termination, a termination fee of $4.0 million (without reimbursement of any of Parent’s expenses) if Parent terminates the Merger Agreement because the written consent containing the Company Required Vote has not been delivered to Parent and the Company by the Fir Tree Investors within 24 hours after the execution of the Merger Agreement (such written consent was delivered on March 20, 2015).

The Company also has agreed to pay to Parent, within five business days after written demand for payment, a termination fee of $4.0 million (without reimbursement of any of Parent’s expenses) if any of the following events occur:

a Company Breach Termination is effected, but only if Parent and Holdco do not commence an action to seek specific performance or an injunction with respect to the breach pursuant to which Parent terminated the Merger Agreement; or
Parent terminates the Merger Agreement because an Adverse Recommendation Change has occurred, but only if Parent and Holdco do not commence an action to seek specific performance or an injunction with respect to such Adverse Recommendation Change.

The Company has also agreed to pay to Parent, within five business days after written demand for payment, a termination fee of $4.0 million, plus up to $1.0 million of Parent’s expenses, if a Company Failure to Close Termination is effected, but only if Parent and Holdco do not commence an action to seek specific performance or an injunction to cause the Company and the Fir Tree Investors to consummate the closing of the Merger.

The Company has also agreed to pay to Parent, concurrently with the closing or other consummation of the third-party transaction described below, a termination fee of $4.0 million, plus up to $1.0 million of Parent’s expenses, if an Outside Date Termination has occurred; and (i) prior to such termination, any third party has publicly announced, disclosed or otherwise communicated to the Board or the Company stockholders an Acquisition Proposal, or has publicly announced an intention (whether or not conditional) to make an Acquisition Proposal (in each case with the percentages set forth in the definition of Acquisition Proposal increased to 50%); (ii) within six months after such termination, the Company signs a letter of intent, memorandum of understanding, definitive agreement, contract or any other agreement with respect to the transaction contemplated by such Acquisition Proposal, or any other Acquisition Proposal by such third party or by any third party that is or was an Excluded Party, which is later consummated; and (iii) the aggregate consideration paid to the Fir Tree Investors in such transaction is more than would have been received by the Fir Tree Investors under the Merger Agreement calculated as of the date of such termination.

Upon an Adverse Action Termination, the Company has also agreed to pay to Parent up to $1.0 million of Parent’s expenses. Additionally, if an Adverse Action Termination occurs and (i) prior to such termination, any third party has publicly announced, disclosed or otherwise communicated to the Board or the Company stockholders an Acquisition Proposal, or has publicly announced an intention (whether or not conditional) to make an Acquisition Proposal; (ii) within six months after such termination, the Company signs a letter of intent, memorandum of understanding, definitive agreement, contract or any other agreement with respect to the transaction contemplated by such Acquisition Proposal, or any other Acquisition Proposal by such third party or by any third party that is or was an Excluded Party, which is later consummated; and (iii) the aggregate consideration paid to the Fir Tree Investors in such transaction is more than would have been received by the Fir Tree Investors under the Merger Agreement calculated as of the date of such termination, then concurrently with such closing of such transaction, the Company will also pay to Parent a termination fee of $4.0 million.

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Parent Termination Fee

Parent and Holdco have agreed to pay to the Company, within five business days after written demand for payment, a termination fee of $4.0 million (without reimbursement of any of the Company’s expenses) if a Parent Breach Termination is effected, but only if the Company or the Fir Tree Investors do not commence an action to seek specific performance or an injunction with respect to the breach pursuant to which the Company or the Fir Tree Investors terminated the Merger Agreement.

Parent and Holdco also have agreed to pay to the Company, within five business days after written demand for payment, a termination fee of $4.0 million, plus up to $1.0 million of the Company’s expenses, if a Parent Failure to Close Termination is effected, but only if the Company or the Fir Tree Investors do not commence an action to seek specific performance or an injunction to cause Parent to consummate the closing of the Merger.

Expenses

Except as described above in “The Merger Agreement — Termination Fees” and as otherwise provided in the Merger Agreement and Indemnification Agreement, each party will bear its own expenses in connection with the Merger Agreement, the Merger and the other transactions contemplated thereby, regardless of whether the Merger is consummated.

Remedies

The parties are entitled to an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement and to specifically enforce the terms of the Merger Agreement, in addition to any other remedy to which they are entitled under the Merger Agreement. As described above in “The Merger Agreement — Termination Fees,” in certain instances, Parent, Holdco, the Company and/or the Fir Tree Investors are required to choose between receipt of a termination fee and/or expense reimbursement, and the opportunity to seek specific performance or an injunction for a particular breach or other specified event under the Merger Agreement. If a party has commenced an action seeking specific performance or injunctive relief for a particular breach or event under the Merger Agreement, such party is not precluded from seeking payment of a termination fee and/or expense reimbursement for a different breach or event. However, in order to receive payment of a termination fee and/or expense reimbursement under the Merger Agreement, any action for specific performance or injunctive relief initiated by that party must first be dismissed with prejudice.

Amendment; Extension and Waiver

The Merger Agreement may be amended by a written agreement signed by the Company, Parent and Merger Sub at any time prior to the effective time of the Merger. Following the closing of the Merger, the Merger Agreement may be amended only by Parent and the Fir Tree Investors. At any time prior to the effective time of the Merger, the Company, with the consent of the Fir Tree Investors, or the Fir Tree Investors acting alone, on the one hand, and Parent or Merger Sub, on the other, may waive the other party’s compliance with certain provisions of the Merger Agreement or extend the time for performance of such other party’s obligations.

Governing Law

The Merger Agreement and any claims arising out of or relating to the Merger Agreement or the transactions contemplated by the Merger Agreement will be governed by, and construed in accordance with, the laws of the State of Nevada regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.

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THE INDEMNIFICATION AGREEMENT

This section describes the material terms of the Indemnification Agreement. For additional information, please refer to the complete text of the Indemnification Agreement, a copy of which is attached as Annex E and is incorporated by reference into this information statement. The Company encourages you to read the Indemnification Agreement carefully and in its entirety.

On March 20, 2015, concurrently with the execution of the Merger Agreement, the Company, Parent, Merger Sub, Holdco and the Fir Tree Investors entered into the Indemnification Agreement.

Under the Indemnification Agreement, the Fir Tree Investors have agreed to indemnify Parent, Merger Sub and (following the effective time of the Merger) the Company, including certain related persons of each, against losses from certain (i) breaches of the Company’s and the Fir Tree Investors’ representations and warranties contained in the Merger Agreement and the Indemnification Agreement, as applicable, (ii) material breaches of the Company’s and the Fir Tree Investors’ covenants contained in the Merger Agreement and the Indemnification Agreement, (iii) Covered Claims, (iv) Appraisal Rights Actions and (v) tax liabilities.

Indemnification payments required to be made by the Fir Tree Investors under the Indemnification Agreement will be automatically reduced by certain amounts held back under the Company’s Bonus Plan, as further described above in “Interests of Our Directors and Officers in the Merger — Payments under the Company’s 2015 Incentive Bonus Plan” beginning on page 37.

Under the Indemnification Agreement, Parent agrees to indemnify the Fir Tree Investors, including certain related persons, against losses from certain breaches of Parent’s, Merger Sub’s and Holdco’s representations, warranties and covenants under the Merger Agreement and Indemnification Agreement, as applicable, and Holdco agrees to be liable for certain of Parent’s payment obligations under the Merger Agreement.

The foregoing indemnification obligations are each subject to various thresholds and caps specified in the Indemnification Agreement. The Indemnification Agreement also specifies certain procedures for processing indemnification claims.

The Indemnification Agreement also contains certain customary representations and warranties of the Fir Tree Investors and Holdco.

In the Indemnification Agreement, the Fir Tree Investors agree to join as parties to the Merger Agreement and, as a result, have certain rights and obligations thereunder, including, but not limited to:

the right to terminate the Merger Agreement under certain circumstances;
the right to waive performance by Parent and Merger Sub of their respective obligations;
the obligation to comply with the “go-shop” and non-solicitation provisions;
the obligation to deliver their approval to the Merger by written consent within 24 hours after the signing of the Merger Agreement, which occurred on March 20, 2015; and
the obligation to cooperate in preparing this information statement.

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THE SUPPORT AGREEMENT

This section describes the material terms of the Support Agreement. For additional information, please refer to the complete text of the Support Agreement, a copy of which is attached as Annex F and is incorporated by reference into this information statement. The Company encourages you to read the Support Agreement carefully and in its entirety.

Concurrently with the execution of the Merger Agreement, on March 20, 2015, the Company entered into the Support Agreement with the Fir Tree Investors.

Under the Support Agreement, the Fir Tree Investors have agreed to (i) deliver their approval of the Merger Agreement by written consent within 24 hours after the execution of the Merger Agreement (which occurred on March 20, 2015), (ii) notify the Company promptly of any Acquisition Proposal received by them through the earlier of the consummation of the Merger or termination of the Merger Agreement in accordance with its terms, (iii) consent to the Company publishing and including information regarding the Fir Tree Investors in its SEC filings and press releases and (iv) cooperate reasonably with the Special Committee in connection with the “go-shop” provisions of the Merger Agreement.

The Support Agreement includes customary representations and warranties of the Fir Tree Investors. The Fir Tree Investors also agree to indemnify the Company and certain of its related persons for:

any breach of the representations, warranties and covenants of the Fir Tree Investors in the Support Agreement;
in certain circumstances, payment of the termination fee and any expense reimbursement that becomes due to Parent under the Merger Agreement; and
reasonable attorneys’ fees and expenses paid or incurred by the Company prior to the closing in connection with Covered Claims.

The foregoing indemnification obligations are each subject to various thresholds and caps specified in the Support Agreement. The Support Agreement also specifies certain procedures for processing indemnification claims and also specifies that the Fir Tree Investors have the right, in lieu of certain indemnity obligations under the Support Agreement, to fund the Company in an amount equal to such indemnity obligation (or such greater amount as may be mutually agreed upon by the Company and the Fir Tree Investors) in exchange for debt, equity, or equity-linked financing on terms no less favorable to the Company than any of the financing provided by the Fir Tree Investors to the Company on or before the date of the Support Agreement.

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THE FUNDING AGREEMENT

This section describes the material terms of the Funding Agreement. For additional information, please refer to the complete text of the Funding Agreement, a copy of which is attached as Annex G and is incorporated by reference into this information statement. The Company encourages you to read the Funding Agreement carefully and in its entirety.

Concurrently with the execution and delivery of the Merger Agreement, on March 20, 2015, the Company entered into the Funding Agreement with the Fir Tree Investors.

Pursuant to the Funding Agreement, the Fir Tree Investors have agreed to allocate a portion of the Merger Consideration (or, if the Merger Agreement is terminated, pursuant to a third party alternative transaction, the consideration it receives upon the closing of that alternative third party transaction) to the holders of Series B Preferred Stock and Common Stock. The Fir Tree Investors will, within 15 days after the closing date, deposit into an escrow account the sum of $1.75 million plus 25% of the excess, if any, of consideration received by the Fir Tree Investors over $150.0 million in the relevant transaction, subject to certain limitations. The allocation of the escrow amount between the holders of the Series B Preferred Stock and Common Stock will be determined by the Special Committee prior to the closing of the relevant transaction, provided that the allocation to the holders of Common Stock is currently contemplated by the Special Committee to be $0.01 per share of Common Stock held by such holders.

The entitlement of each holder of Series B Preferred Stock and Common Stock to receive such holder’s pro rata share of the escrow amount is subject to such holder’s completion of claims documentation, including a release of legal claims, which will be mailed to all record holders of shares of Series B Preferred Stock and Common Stock after the closing of the Merger or alternative third party transaction. Any amount remaining in the escrow account on the four month anniversary of the date the account was funded will be released back to the Fir Tree Investors.

All costs, fees and expenses incurred by the Company relating to the funding and disbursement of the escrow account will be borne by the Fir Tree Investors.

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MARKET PRICES OF COMMON STOCK AND
DIVIDEND INFORMATION

The Common Stock is quoted on the OTCBB under the symbol “CIGW.” As of April 15, 2015, there were 85,047,426 shares of Common Stock outstanding, held by approximately 216 stockholders of record. The following table sets forth, for the indicated fiscal periods, the reported intraday high and low sales prices per share of Common Stock, as reported on the OTCBB.

Market Information

   
  High   Low
Fiscal Year Ended December 31, 2012
                 
1st Quarter   $ 3.75     $ 3.00  
2nd Quarter   $ 4.00     $ 3.00  
3rd Quarter   $ 4.69     $ 3.70  
4th Quarter   $ 5.00     $ 4.00  
Fiscal Year Ending December 31, 2013
                 
1st Quarter   $ 5.00     $ 3.01  
2nd Quarter   $ 4.25     $ 3.40  
3rd Quarter   $ 4.50     $ 2.49  
4th Quarter   $ 3.35     $ 1.01  
Fiscal Year Ending December 31, 2014
                 
1st Quarter   $ 2.10     $ 1.11  
2nd Quarter   $ 1.26     $ 0.42  
3rd Quarter   $ 0.825     $ 0.201  
4th Quarter   $ 0.64     $ 0.22  
Fiscal Year Ending December 31, 2015
                 
1st Quarter   $ 0.42     $ 0.02  
2nd Quarter (through April 15, 2015)   $ 0.0299     $ 0.011  

The closing sale price of the Common Stock on March 20, 2015, which was the last trading day before the announcement of the execution of the Merger Agreement, was $0.19 per share. On April 15, 2015, the most recent practicable date prior to the date that this information statement was mailed to our stockholders, the closing sale price of the Common Stock on the OTCBB was $0.02 per share.

Dividends

We have not paid any dividends on our Common Stock. The terms of the Merger Agreement do not allow us to declare or pay any dividend or other distribution, between the date of the Merger Agreement and the earlier of the consummation of the Merger or the termination of the Merger Agreement. Further, pursuant to the Company’s organizational documents, no dividends may be paid on any shares of Common Stock until all outstanding dividends have been paid to holders of our Series A-1 Preferred Stock and Series B Preferred Stock. Dividends to holders of Series B Preferred Stock are payable on a biannual basis and, in accordance with the Company’s organizational documents, have been accrued over the previous two periods.

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DISSENTERS’ RIGHTS

The following is a summary regarding your dissenters’ rights under Nevada law. For additional information, please refer to Sections 92A.300 to 92A.500, inclusive, of the NRS which is attached to this information statement as Annex H. Stockholders intending to exercise their dissenters’ rights should carefully review Annex H in its entirety. Failure to follow precisely any of the statutory procedures set forth in Sections 92A.300 to 92A.500, inclusive, of the NRS will result in a termination or waiver of these rights.

Pursuant to Sections 92A.300 to 92A.500, inclusive, of the NRS, holders of shares of Series B Preferred Stock and Common Stock are entitled to dissent to the Merger and may elect to have the Company purchase their pre-merger shares for a cash price that is equal to the “fair value” of such shares, if any, as determined in accordance with the provisions of Sections 92A.300 to 92A.500, inclusive, of the NRS. The fair value, if any, of the shares of any stockholder means the value of such shares immediately before the Merger is effected, excluding any appreciation or depreciation in anticipation of the Merger, unless exclusion of any appreciation or depreciation would be inequitable.

This section of the information statement describes the procedures for perfecting your dissenters’ rights. Sections 92A.300 to 92A.500, inclusive, of the NRS are set forth in Annex H to this information statement. If you wish to exercise your dissenters’ rights or preserve the right to do so, you should carefully review Annex H. If you fail to comply with the procedures specified in Sections 92A.300 to 92A.500, inclusive, of the NRS in a timely manner, you will lose your dissenters’ rights. Because of the complexity of those procedures, you should seek the advice of counsel if you are considering exercising your dissenters’ rights.

Stockholders who perfect their dissenters’ rights by complying with the procedures set forth in Sections 92A.300 to 92A.500, inclusive, of the NRS may have the fair value, if any, of their shares determined by the Nevada state court and will be entitled to receive a cash payment equal to such fair value, if any. Any such judicial determination of the fair value of shares could be based upon any valuation method or combination of methods the court deems appropriate. In addition, stockholders who invoke dissenters’ rights may be entitled to receive payment of a fair rate of interest from the effective time of the Merger on the amount determined to be the fair value of their shares.

The Merger was approved by written consent of the Company’s stockholders holding a majority of the voting power of all shares of Company capital stock entitled to vote thereon. In order to be eligible to exercise dissenters’ rights under the NRS, you must not have consented to or approved the Merger.

No later than 10 days after the closing of the Merger, the Company will send a written notice to all of the stockholders of record of the Company entitled to dissenters’ rights. The notice will set forth the time period (which may not be less than 30 days nor more than 60 days following the date the notice is delivered) within which you must make a written demand on the Company for payment of the fair value, if any, of your shares, certify whether you acquired beneficial ownership of the shares prior to the date of the first announcement to the news media or to the stockholders of the terms of the Merger and deposit your share certificates, if any, in accordance with the notice.

To maintain eligibility to exercise your dissenters’ rights under Sections 92A.300 to 92A.500, inclusive, of the NRS, you must deliver a written notice of intent to demand payment for your shares if the Merger is effectuated. If you fail to comply with the procedures specified in Sections 92A.300 to 92A.500, inclusive, of the NRS by the deadline set forth in the notice then you will lose your dissenters’ rights. There is no alternative method by which stockholders may properly exercise their dissenters’ rights under the NRS.

Within 30 days after receipt of a demand for payment, the Company must pay to each dissenter who complied with the provisions of Sections 92A.300 to 92A.500, inclusive, of the NRS the amount the Company estimates to be the fair value of such shares, if any, plus interest from the effective date of the Merger. The rate of interest shall be the rate most recently established pursuant to Section 99.040 of the NRS. The payment will be accompanied by the following: (i) a balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, a statement of income for that year, a statement of changes in the stockholders’ equity for that year or, where such financial statements are not reasonably available, then such reasonably equivalent financial information and the latest available quarterly financial statements, if any; (ii) a statement of the Company’s estimate of the fair value of the shares (if any); and (iii) a statement of the

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dissenters’ right to demand payment for the difference between the Company’s estimate of the fair value of the shares and the stockholder’s estimate of the fair value of the shares, if any. If the Company does not deliver payment within 30 days of receipt of the demand for payment, the dissenting stockholder may enforce such stockholder’s dissenters’ rights by commencing an action either (i) in the district court of the State of Nevada, or (ii) if the dissenting stockholder resides or has its registered office in Nevada, then in the county where the dissenter resides or has its registered office.

If a dissenting stockholder disagrees with the amount of the Company’s payment, the dissenting stockholder must, within 30 days of such payment, notify the Company in writing of the dissenting stockholder’s own estimate of the fair value of the dissenting shares and the amount of interest due, and demand payment of such estimate, less any payments made by the Company. If a dissenting stockholder submits a written demand as set forth above and the Company accepts the offer to purchase the shares at the offer price, then the dissenting stockholder will be sent a check for the full purchase price of the shares within 30 days of acceptance.

If a demand for payment remains unsettled, the Company must commence a proceeding in the district court of the State of Nevada within 60 days after receiving the demand. The Company must make all dissenters whose demands remain unsettled parties to the proceeding. Each dissenter who is made a party to the proceeding shall be entitled to a judgment in the amount, if any, by which the court finds the fair value of the dissenting shares, plus interest, exceeds the amount paid by the Company. If a proceeding is commenced to determine the fair value of the shares of capital stock, the costs of such proceeding, including the reasonable compensation and expenses of any appraisers appointed by the court, shall be assessed against the Company, unless the court finds the dissenters acted arbitrarily, vexatiously or not in good faith in demanding payment. The court may also assess the fees and expenses of the counsel and experts for the respective parties, in amounts the court finds equitable, against the Company, if the court finds that (i) the Company did not substantially comply with the requirements of Sections 92A.300 to 92A.500, inclusive, of the NRS, inclusive, or (ii) against either the Company or a dissenting stockholder, in favor of the other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by Sections 92A.300 to 92A.500, inclusive, of the NRS. If the Company fails to commence such a proceeding within the 60-day period, the Company must pay each dissenter whose demand remains unsettled the amount demanded.

A person having a beneficial interest in shares that are held of record in the name of another person, such as a broker, fiduciary, depository or other nominee, must act to cause the record holder to follow the requisite steps properly and in a timely manner to perfect dissenters’ rights. If the shares of capital stock are owned of record by a person other than the beneficial owner, including a broker, fiduciary (such as a trustee, guardian or custodian), depository or other nominee, the written demand for dissenters’ rights must be executed by or for the record owner. If shares are owned of record by more than one person, as in joint tenancy or tenancy in common, the demand must be executed by or for all joint owners. An authorized agent, including an agent for two or more joint owners, may execute a demand for appraisal for a stockholder of record, provided that the agent identifies the record owner and expressly discloses, when the demand is made, that the agent is acting as agent for the record owner. If a stockholder owns shares through a broker who in turn holds the shares through a central securities depository nominee such as Cede & Co., a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as the record holder of such shares.

A record holder, such as a broker, fiduciary, depository or other nominee, who holds shares as a nominee for others, will be able to exercise dissenters’ rights with respect to the shares held for all or less than all of the beneficial owners of those shares as to which such person is the record owner. In such case, the written demand must set forth the number of shares covered by the demand.

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Pursuant to Section 92A.470 of the NRS, the Company may elect to withhold payment from you if you were not the beneficial owner of shares of Company Stock before March 20, 2015, representing the date of the first public announcement of the Merger.

The foregoing discussion is a description of the material provisions with respect to dissenters’ rights under the NRS. For additional information, please refer to Sections 92A.300 to 92A.500, inclusive, of the NRS, the full text of which is set forth in Annex H to this information statement. Any stockholder who considers demanding appraisal is advised to consult legal counsel.

Failure to comply with the procedures set forth in Sections 92A.300 to 92A.500, inclusive, of the NRS will result in the loss of dissenters’ rights.

In view of the complexity of in Sections 92A.300 to 92A.500, inclusive, of the NRS, stockholders who may wish to dissent from the Merger and pursue dissenters’ rights should consult their legal advisors.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table shows, as of April 15, 2015, (a) all persons we know to be “beneficial owners” of more than 5% of the outstanding Common Stock of the Company, and (b) the Common Stock owned beneficially by the Company’s directors and named executive officers and all executive officers and directors as a group. Each person has sole voting and sole investment power with respect to the shares shown, except as noted. The table also shows the number of shares over which each beneficial owner named below has voting power, and the percentage such voting power represents as of April 15, 2015. The following shares and classes of Company stock were issued and outstanding as of April 15, 2015: 85,047,426 issued and outstanding shares of Common Stock, 515,817.26 issued and outstanding shares of Series A-1 Preferred Stock, 122,098,108 issued and outstanding shares of Series A-2 Preferred Stock and 1,680,492 issued and outstanding shares of Series B Preferred Stock.

       
Name of beneficial owners   Number of
Shares
Beneficially
Owned
  Percentage
Ownership(12)
  Number of
Shares over
which Beneficial
Owner has
Voting Power
  Percentage of
All Shares
Entitled to
Vote(13)
Five Percent Stockholders:
                                   
Fir Tree Inc.
Fir Tree Capital Opportunity (LN) Master
Fund, L.P.
Fir Tree REF III Tower LLC
505 Fifth Avenue, 23rd Floor
New York, New York 10017
    130,112,984 (1)      62.8 %      130,112,984       62.3 % 
Housatonic Equity Partners IV, L.L.C.
Housatonic Equity Investors IV, L.P.
Housatonic Equity Affiliates IV, L.P.
One Post Street, Suite 2600
San Francisco, California 94104
    8,073,949 (2)      9.5 %      8,073,949       3.9 % 
Wireless Investment Fund AG
Seestrasse 1, CH-6330 Cham
Switzerland
    10,000,000       11.8 %      10,000,000       4.8 % 
Compartment IT2, LP
Dipl.oec.Univ. Stephan Brückl Gf
MfAM Mobilfunk Asset Management GmbH
Potsdamer Platz 11
10785 Berlin
Germany
    25,289,853 (3)      29.7 %      25,289,853       12.1 % 
Compartment IT5, LP
Dipl.oec.Univ. Stephan Brückl Gf
MfAM Mobilfunk Asset Management GmbH
Potsdamer Platz 11
10785 Berlin
Germany
    14,200,567 (4)      16.7 %      14,200,567       6.8 % 
Compartment IT9, LP
Dipl.oec.Univ. Stephan Brückl Gf
MfAM Mobilfunk Asset Management GmbH
Potsdamer Platz 11
10785 Berlin
Germany
    6,841,008 (5)      8.0 %      6,841,008       3.3%  

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Name of beneficial owners   Number of
Shares
Beneficially
Owned
  Percentage
Ownership(12)
  Number of
Shares over
which Beneficial
Owner has
Voting Power
  Percentage of
All Shares
Entitled to
Vote(13)
Executive Officers and Directors:
                                   
Paul McGinn, Chief Executive Officer, President and Director     6,367,890 (6)      7.5 %      50,000      
Grant Barber, Director     189,537 (7)                 
Gabriel Margent, Director     189,537 (8)                 
Jarret Cohen, Director(9)                        
Scott Troeller, Director(9)                        
Romain Gay-Crosier, Chief Financial Officer and Treasurer     638,109 (10)                 
All Executive Officers and Directors as a
Group
    7,385,073 (11)      8.7 %      50,000      

* Represents less than 1%.
(1) Fir Tree Inc. has shared dispositive power and shared voting power with respect to 122,098,108 shares of Series A-2 Preferred Stock which, as of April 15, 2015, is convertible on a 1-for-1 basis into 122,098,108 shares of Common Stock. Each of Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC have shared dispositive power and shared voting power with respect to 61,049,054 shares of Series A-2 Preferred Stock which, as of April 15, 2015, are convertible on a 1-for-1 basis into 61,049,054 shares of Common Stock. Fir Tree Inc. is the investment manager to Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC and has the power to exercise all voting rights with respect to the securities. In addition, as of April 15, 2015, as a result of the appointment by the holders of Restricted Stock of Fir Tree Inc. as their proxy and attorney-in-fact pursuant to the Restricted Stock Award Agreements between the Company and such holders, Fir Tree Inc. has the sole power to vote 8,014,876 shares of Restricted Stock, while the restrictions on such shares remain in effect, with respect to all matters to which the holders of Restricted Stock are entitled to vote.
(2) As reported on its Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2013, Housatonic Equity Partners IV, L.L.C. serves as the sole general partner of each of Housatonic Equity Investors IV, L.P. and Housatonic Equity Affiliates IV, L.P. and has voting and investment control over the 7,718,143 shares of Common Stock owned by Housatonic Equity Investors IV, L.P. and the 355,806 shares of Common Stock owned by Housatonic Equity Affiliates IV, L.P.
(3) Compartment IT2, LP has dispositive power and voting power with respect to 25,289,853 shares of Common Stock issued on December 31, 2014. Compartment IT2, LP previously held Class A membership interests in Communications Infrastructure Group, LLC (“CiG LLC”), an indirect subsidiary of the Company. On December 31, 2014, pursuant to the Amended and Restated Limited Liability Company Operating Agreement, dated June 30, 2012, as amended (the “CiG LLC Agreement”), of CiG LLC, the Class A membership interests in CiG LLC held by Compartment IT2, LP were automatically exchanged into 25,289,853 shares of Common Stock of the Company at a terminating exchange price of $0.2788 per share (the “IT2 Exchange Shares”). Pursuant to the CiG LLC Agreement, the IT2 Exchange Shares are to be delivered to the Company, on behalf and for the benefit of Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC, and are to be held in trust until so delivered. Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC disclaim beneficial ownership of the IT2 Exchange Shares pursuant to Sections 13 and 16 of the Exchange Act.
(4) Compartment IT5, LP has dispositive power and voting power with respect to 14,200,567 shares of Common Stock issued on December 31, 2014. Compartment IT5, LP previously held Class A membership interests in CiG LLC. On December 31, 2014, pursuant to the CiG LLC Agreement, the Class A membership interests in CiG LLC held by Compartment IT5, LP were automatically exchanged into 14,200,567 shares of Common Stock of the Company at a terminating exchange price of $0.2788 per share (the “IT5 Exchange Shares”). Pursuant to the CiG LLC Agreement, the IT5 Exchange Shares are to be delivered to the Company, on behalf and for the benefit of Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC, and are to be held in trust until so delivered. Fir

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Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC disclaim beneficial ownership of the IT5 Exchange Shares pursuant to Sections 13 and 16 of the Exchange Act.
(5) Compartment IT9, LP has dispositive power and voting power with respect to 6,841,008 shares of Common Stock issued on March 31, 2015. Compartment IT9, LP previously held Class A membership interests in CiG LLC. On March 31, 2015, pursuant to the CiG LLC Agreement, the Class A membership interests in CiG LLC held by Compartment IT9, LP were automatically exchanged into 6,841,008 shares of Common Stock of the Company at a terminating exchange price of $0.0744 per share (the “IT9 Exchange Shares”). Pursuant to the CiG LLC Agreement, the IT9 Exchange Shares are to be delivered to the Company, on behalf and for the benefit of Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC, and are to be held in trust until so delivered. Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC disclaim beneficial ownership of the IT9 Exchange Shares pursuant to Sections 13 and 16 of the Exchange Act.
(6) Mr. Paul McGinn has sole voting power over 50,000 shares of Common Stock purchased during 2013 at $2.00 per share, and owns 6,317,890 shares of Restricted Stock. Under the terms of the Restricted Stock Awards pursuant to which Mr. McGinn received the Restricted Stock, Mr. McGinn has appointed Fir Tree Inc. to act as his proxy and attorney-in-fact to vote all of his shares of Restricted Stock with respect to all matters to which he is entitled to vote. The shares of Restricted Stock awarded to Mr. McGinn are subject to the vesting and other provisions set forth in the 2014 Equity Incentive Plan and Restricted Stock Awards pursuant to which such shares of Restricted Stock were awarded to Mr. McGinn.
(7) Mr. Grant Barber owns 189,537 shares of Restricted Stock. Under the terms of the Restricted Stock Awards pursuant to which Mr. Barber received the Restricted Stock, Mr. Barber has appointed Fir Tree Inc. to act as his proxy and attorney-in-fact to vote all of his shares of Restricted Stock with respect to all matters to which he is entitled to vote. The shares of Restricted Stock awarded to Mr. Barber are subject to the vesting and other provisions set forth in the 2014 Equity Incentive Plan and Restricted Stock Awards pursuant to which such shares of Restricted Stock were awarded to Mr. Barber.
(8) Mr. Gabriel Margent owns 189,537 shares of Restricted Stock. Under the terms of the Restricted Stock Awards pursuant to which Mr. Margent received the Restricted Stock, Mr. Margent has appointed Fir Tree Inc. to act as his proxy and attorney-in-fact to vote all of his shares of Restricted Stock with respect to all matters to which he is entitled to vote. The shares of Restricted Stock awarded to Mr. Margent are subject to the vesting and other provisions set forth in the 2014 Equity Incentive Plan and Restricted Stock Awards pursuant to which such shares of Restricted Stock were awarded to Mr. Margent.
(9) Each of Messrs. Cohen and Troeller serves as an employee of Fir Tree Inc., which is the investment manager to Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC. However, neither Messrs. Cohen nor Troeller has any sole or shared power to vote or control the disposition of any shares of the Company.
(10) Mr. Romain Gay-Crosier is deemed to beneficially own 638,109 shares of Restricted Stock. Mr. Gay-Crosier was granted 631,792 shares of Restricted Stock under the 2014 Equity Incentive Plan and Mr. Gay-Crosier’s wife, Ms. Kristin O’Connor, who is an employee of the Company, was granted 6,317 shares of Restricted Stock under the 2014 Equity Incentive Plan. Under the terms of the Restricted Stock Awards pursuant to which Mr. Gay-Crosier and his wife received the Restricted Stock, Mr. Gay-Crosier and his wife have each appointed Fir Tree Inc. to act as his/her proxy and attorney-in-fact to vote all of his/her shares of Restricted Stock with respect to all matters to which he/she is entitled to vote. The shares of Restricted Stock awarded to Mr. Gay-Crosier and his wife are subject to the vesting and other provisions set forth in the 2014 Equity Incentive Plan and Restricted Stock Awards pursuant to which such shares of Restricted Stock were awarded to Mr. Gay-Crosier and Ms. O’Connor. Mr. Gay-Crosier disclaims beneficial ownership with respect to any shares other than the shares owned of record by him.
(11) The 7,385,073 shares beneficially owned by all executive officers and directors as a group includes shares owned by Paul McGinn, Romain Gay-Crosier (including shares held by his wife, for which he disclaims beneficial ownership), Gabriel Margent and Grant Barber. 7,335,073 shares of Restricted Stock owned by each of the Company’s officers and directors are included three times in the table in accordance with the rules governing disclosure of beneficial ownership (this figure includes 6,317,890 shares of Restricted Stock owned by Mr. McGinn, but does not include 50,000 shares of Common Stock owned by Mr. McGinn, which do not represent Restricted Stock, but rather were purchased by Mr. McGinn and which appear twice in the table). In addition to being shown as owned by the respective officer or director individually, shares owned by each officer and director are also included within the 7,385,073 shares beneficially owned by all executive officers and directors as a group. Of the

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7,385,073 shares owned by the executive officers and directors as a group, 7,335,073 (including the shares owned by Mr. Gay-Crosier’s wife) are Restricted Stock, and are therefore also included within the 8,014,876 shares of Restricted Stock over which Fir Tree Inc. has voting power. The 8,014,876 shares of Restricted Stock over which Fir Tree Inc. has voting power include 7,335,073 shares owned by the Company’s officers and directors (including the shares owned by Mr. Gay-Crosier’s wife) and 679,803 shares of Restricted Stock owned by other employees of the Company. When counting these shares of Restricted Stock, Fir Tree Inc. has beneficial ownership of a total of 130,112,984 shares.
(12) Based on the percentage of the Company’s outstanding Common Stock. Shares of the Company’s Common Stock subject to options, warrants, convertible securities and other derivative securities, which are currently exercisable or convertible or are exercisable or convertible within 60 days of April 15, 2015, are treated as outstanding and beneficially owned by the person holding such securities for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
(13) Based on the percentage of the Company’s outstanding Common Stock, Series A-2 Preferred Stock and Series B Preferred Stock.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

The Company files annual, quarterly and current reports and other documents with the SEC. These reports and other information contain additional information about the Company. Stockholders may read and copy any reports, statements or other information filed by the Company at the SEC’s public reference room at Station Place, 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of this information by mail from the public reference section of the SEC at Station Place, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. The Company’s SEC filings made electronically are available to the public at the SEC’s website at www.sec.gov.

The SEC allows the Company to “incorporate by reference” information that it files with the SEC in other documents into this information statement. This means that the Company may disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this information statement. This information statement and the information that the Company files later with the SEC may update and supersede the information incorporated by reference. Such updated and superseded information will not, except as so modified or superseded, constitute part of this information statement.

The Company incorporates by reference each document it files under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial filing of this information statement and before the effective date of the Merger. The Company also incorporates by reference the following documents:

Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on April 15, 2015 and amended on April 16, 2015;
Quarterly Reports on Form 10-Q, filed with the SEC on May 15, 2014, August 14, 2014 and November 14, 2014; and
Current Reports on Form 8-K (only to the extent “filed” and not “furnished”), filed with the SEC on August 28, 2014, December 15, 2014, January 8, 2015, January 22, 2015, March 19, 2015, March 23, 2015, March 24, 2015 and April 6, 2015.

The Company undertakes to provide without charge to each person to whom a copy of this information statement has been delivered, upon written or oral request, by first class mail or other equally prompt means and within one business day of receipt of such request, a copy of any or all of the documents incorporated by reference in this information statement, other than the exhibits to these documents, unless the exhibits are specifically incorporated by reference into the information that this information statement incorporates. You may obtain documents incorporated by reference by requesting them in writing or by telephone at the following address and telephone number:

CiG Wireless Corp.
11120 South Crown Way, Suite 1
Wellington, FL 33414
Telephone number: (561) 701-8484

Holdco, Parent and Merger Sub have supplied, and the Company has not independently verified, the information in this information statement relating to Holdco, Parent and Merger Sub.

Stockholders should not rely on information other than that contained in or incorporated by reference in this information statement. The Company has not authorized anyone to provide information that is different from that contained in this information statement. This information statement is dated April 16, 2015. No assumption should be made that the information contained in this information statement is accurate as of any date other than that date, and the mailing of this information statement will not create any implication to the contrary. Notwithstanding the foregoing, in the event of any material change in any of the information previously disclosed, the Company will, where relevant and if required by applicable law, update such information through a supplement to this information statement.

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Annex A
 
EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER
 
BY AND AMONG
 
VERTICAL BRIDGE ACQUISITIONS, LLC,
 
VERTICAL STEEL MERGER SUB INC.,
 
AND
 
CIG WIRELESS CORP.
 
DATED AS OF MARCH 20, 2015


 
 

TABLE OF CONTENTS

TABLE OF CONTENTS

 
  Page
ARTICLE I THE MERGER     A-2  

Section 1.01.

The Merger

    A-2  

Section 1.02.

Closing

    A-2  

Section 1.03.

Effective Time

    A-2  

Section 1.04.

Effects of the Merger

    A-2  

Section 1.05.

Articles of Incorporation and Bylaws

    A-2  

Section 1.06.

Directors

    A-3  

Section 1.07.

Officers

    A-3  
ARTICLE II EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES; COMPANY EQUITY AWARDS     A-3  

Section 2.01.

Effect on Capital Stock

    A-3  

Section 2.02.

Merger Consideration; Adjustment

    A-4  

Section 2.03.

Exchange Procedures for Series A Holders

    A-8  

Section 2.04.

Treatment of Equity-Based Awards

    A-8  

Section 2.05.

Withholding

    A-8  
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY     A-9  

Section 3.01.

Corporate Organization

    A-9  

Section 3.02.

Capitalization

    A-9  

Section 3.03.

Authority for Agreement

    A-10  

Section 3.04.

No Conflict; Required Filings and Consents

    A-11  

Section 3.05.

SEC Filings and Financial Statements; Internal Controls

    A-11  

Section 3.06.

Information Supplied

    A-12  

Section 3.07.

Absence of Certain Changes

    A-12  

Section 3.08.

No Undisclosed Liabilities

    A-12  

Section 3.09.

Litigation

    A-13  

Section 3.10.

Compliance with Law; Permits

    A-13  

Section 3.11.

Material Contracts

    A-13  

Section 3.12.

Tax Matters

    A-15  

Section 3.13.

Employee Matters; Benefits

    A-16  

Section 3.14.

Environmental Compliance

    A-17  

Section 3.15.

Insurance

    A-18  

Section 3.16.

Title to Assets

    A-18  

Section 3.17.

Intellectual Property

    A-19  

Section 3.18.

Utilities and Access

    A-20  

Section 3.19.

Ground Leases; Option Leases

    A-20  

Section 3.20.

Easements

    A-20  

Section 3.21.

Tenant Leases

    A-21  

Section 3.22.

Acquisition Pipeline

    A-21  

Section 3.23.

Per Tower Data

    A-21  

Section 3.24.

Related Party Transactions

    A-22  

Section 3.25.

Opinion of Financial Advisor

    A-22  

Section 3.26.

Brokers

    A-22  

Section 3.27.

Takeover Statutes

    A-22  

Section 3.28.

No Other Representations or Warranties

    A-22  

A-i


 
 

TABLE OF CONTENTS

 
  Page
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB     A-23  

Section 4.01.

Corporate Organization

    A-23  

Section 4.02.

Authority for this Agreement

    A-23  

Section 4.03.

No Conflict; Required Filings and Consents

    A-23  

Section 4.04.

Information Supplied

    A-24  

Section 4.05.

Brokers

    A-24  

Section 4.06.

Financial Capability; No Financing Condition

    A-24  

Section 4.07.

Merger Sub

    A-24  

Section 4.08.

Litigation

    A-24  

Section 4.09.

Ownership of Company Shares; Investment Intention

    A-24  

Section 4.10.

Independent Decisions; No Other Company Representations or Warranties

    A-25  

Section 4.11.

Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans

    A-25  
ARTICLE V COVENANTS AND OTHER AGREEMENTS     A-25  

Section 5.01.

Conduct of Business of the Company

    A-25  

Section 5.02.

Written Consent; Information Statement

    A-28  

Section 5.03.

Acquisition Proposals

    A-29  

Section 5.04.

Employees; Benefit Plans

    A-34  

Section 5.05.

Indemnification; Directors, and Officers, Insurance

    A-35  

Section 5.06.

Access and Information; Confidentiality

    A-36  

Section 5.07.

Notification of Certain Matters

    A-37  

Section 5.08.

Publicity

    A-37  

Section 5.09.

Efforts

    A-37  

Section 5.10.

Control of Operations

    A-38  

Section 5.11.

Tax Matters

    A-38  

Section 5.12.

Takeover Statutes

    A-40  

Section 5.13.

Casualty Losses

    A-40  

Section 5.14.

Assurances

    A-40  

Section 5.15.

Exchange of Interests

    A-40  
ARTICLE VI CONDITIONS     A-41  

Section 6.01.

Conditions to Obligation of Each Party to Effect the Merger

    A-41  

Section 6.02.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger

    A-41  

Section 6.03.

Conditions to Obligations of the Company to Effect the Merger

    A-42  
ARTICLE VII TERMINATION     A-43  

Section 7.01.

Termination

    A-43  

Section 7.02.

Effect of Termination

    A-45